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Common use of Counsel to the Partnership Clause in Contracts

Counsel to the Partnership. Counsel to the Partnership may also be counsel to the General Partner. The General Partner may execute on behalf of the Partnership and the Partners any consent to the representation of the Partnership that counsel may request pursuant to the applicable rules of professional conduct in any jurisdiction (“Rules”). The Partnership has initially selected [ ] with respect to U.S. law and Walkers with respect to Cayman Islands law (together the “Partnership Counsel”) as legal counsel to the Partnership. Each Limited Partner acknowledges that the Partnership Counsel does not represent any Limited Partner in the absence of a clear and explicit agreement to such effect between the Limited Partner and the Partnership Counsel (and then only to the extent specifically set forth in that agreement), and that in the absence of any such agreement the Partnership Counsel shall owe no duties directly to a Limited Partner. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner (or an Affiliate thereof) that the Partnership Counsel represents, on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not the Partnership Counsel has in the past represented such Limited Partner with respect to other matters, the Partnership Counsel has not represented the interests of any Limited Partner in the preparation and negotiation of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Carlyle Group L.P.)

Counsel to the Partnership. Counsel to the Partnership may also be counsel to the Portfolio Companies, the General PartnerPartner and its Affiliates. The General Partner may execute on behalf of the Partnership and the Partners any consent to the representation of the Partnership that counsel may request pursuant to the applicable New York Rules of Professional Conduct, or similar rules of professional conduct in any other jurisdiction (“Rules”). The Partnership has initially selected [ ] with respect to U.S. law and Walkers with respect to Cayman Islands law Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (together the “Partnership Counsel”) as legal counsel to the Partnership. Each Limited Partner acknowledges that the Partnership Counsel does not represent any Limited Partner in the absence of a clear and explicit agreement to such effect between the Limited Partner and the Partnership Counsel (and then that only to the extent specifically set forth in that agreement), and that in the absence of any such agreement the Partnership Counsel shall owe no duties directly to a Limited Partner. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner (or an Affiliate thereof) thereof that the Partnership Counsel represents), on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not the Partnership Counsel has in the past represented such Limited Partner with respect to other matters, the Partnership Counsel has not represented the interests of any Limited Partner in the preparation and negotiation of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (JER Investors Trust Inc)

Counsel to the Partnership. Counsel to the Partnership may also be counsel to the General PartnerPartner and its Affiliates. The General Partner may execute on behalf of the Partnership and the Partners any consent to the representation of the Partnership that counsel may request pursuant to the applicable New York Rules of Professional Conduct or similar rules of professional conduct in any jurisdiction other jurisdiction‌ (“Rules”). The Partnership has initially selected [ ] with respect to U.S. law and Walkers with respect to Cayman Islands law (together the “Partnership Counsel”) Xxxxx & Xxxxxxxxx LLP as legal counsel to the Partnership. Each Limited Partner acknowledges that the Partnership Counsel does not not, and will not, represent any Limited Partner in the absence of a clear and explicit agreement to such effect between the Limited Partner and the Partnership Counsel (and then that only to the extent specifically set forth in that agreement), and that in the absence of any such agreement the Partnership Counsel shall will owe no duties directly to a Limited Partner. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner (or an Affiliate thereof) that the Partnership Counsel represents, on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, regardless of whether or not the Partnership Counsel has in the past represented such Limited Partner with respect to other matters, the Partnership Counsel has not represented the interests of any Limited Partner in the preparation and negotiation of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement

Counsel to the Partnership. Counsel to the Partnership may also be counsel to the General PartnerPartner and the Management Company. The General Partner may execute on behalf of the Partnership and the Partners any consent to the representation of the Partnership that counsel may request pursuant to the any applicable rules of professional conduct in any jurisdiction (“Rules”). The Partnership has initially selected [ ] with respect to U.S. law and Walkers with respect to Cayman Islands law Xxxxxx & Xxxxxxx, LLC (together the “Partnership Counsel”) as legal counsel to the Partnership. Each Limited Partner acknowledges that the Partnership Counsel does not represent any Limited Partner in its capacity as a Limited Partner in the absence of a clear and explicit written agreement to such effect between the Limited Partner and the Partnership Counsel (and then only to the extent specifically set forth in that such agreement), and that in the absence of any such agreement the Partnership Counsel shall owe no duties directly to a Limited Partner. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner (or an any Affiliate thereof) of the General Partner that the Partnership Counsel represents, on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either such General Partner or the Partnership or (and in the case where the dispute is between any Limited Partner on one hand, and both the Partnership and the General Partner (or its Affiliate)on the other hand, or both, Partnership Counsel may represent both the Partnership and the General Partner) in any such dispute or controversy to the extent permitted by the Rules, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not the Partnership Counsel has in the past represented or is currently representing such Limited Partner with respect to other matters, the Partnership Counsel has not represented the interests of any Limited Partner in the preparation and negotiation of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement

Counsel to the Partnership. Counsel to the Partnership may also be counsel to the General PartnerPartner and its Affiliates. The General Partner may execute execute, on behalf of the Partnership and the Partners Partners, any consent to the representation of the Partnership that counsel may request pursuant to the applicable rules of professional conduct in any jurisdiction (“Rules”). The Partnership has initially selected [ ] with respect to U.S. law and Walkers with respect to Cayman Islands law Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP (together the “Partnership Counsel”) as U.S. legal counsel to the Partnership. Each Limited Partner hereby acknowledges that the and agrees that: (i) Partnership Counsel does not represent any the Limited Partner or Related Fund Investor with respect to the Partnership in the absence of a clear and explicit agreement to such effect between the Limited Partner and the Partnership Counsel (and then only to the extent specifically set forth in that agreement), and that in the absence of any such agreement the Partnership Counsel shall owe no duties directly to a Limited PartnerPartner or Related Fund Investor with respect to the Partnership; (ii) whether or not the Partnership Counsel has in the past represented or is currently representing the Limited Partner with respect to other matters, the Partnership Counsel has not represented (or is not currently representing) the interests of the Limited Partner or Related Fund Investor in the preparation and negotiation of this Partnership Agreement; (iii) the Partnership Counsel does not owe any duty to the Limited Partners as a group; and (iv) the Partnership Counsel may represent the Partnership in connection with the acquisition, maintenance or Disposition of any Investments. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner (or an Affiliate thereof) thereof that the Partnership Counsel represents), on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not and agrees that neither this Partnership Agreement nor the transactions contemplated hereby relating to the management and operation of the Partnership Counsel has in are intended to create an attorney/client or any other relationship between the past represented Partnership Counsel, on the one hand, and such Limited Partner, on the other hand, pursuant to which such Limited Partner with respect (acting other than in the name of the Partnership) would have a right to other mattersobject to such law firm’s representation of any Person under any circumstances. Notwithstanding the foregoing, the Partnership Counsel has not represented portion of the interests foregoing relating to matters after the admission date of any a Limited Partner shall not apply to such Limited Partner to the extent that the foregoing is inconsistent with an established policy of such Limited Partner, and such Limited Partner notifies the General Partner of such policy in writing prior to such Limited Partner’s admission to the preparation and negotiation of this AgreementPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (CIM Opportunity Zone Fund, L.P.)

Counsel to the Partnership. Counsel to the Partnership may also be counsel to the General PartnerPartner and its Affiliates. The General Partner may execute on behalf of the Partnership and the Partners any consent to the representation of the Partnership that counsel may request pursuant to the applicable New York Rules of Professional Conduct or similar rules of professional conduct in any other jurisdiction (“Rules”). The Partnership has initially selected [ ] with respect to U.S. law and Walkers with respect to Cayman Islands law Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (together the “Partnership Counsel”) as legal counsel to the Partnership. Each Limited Partner acknowledges that the Partnership Counsel does not represent any Limited Partner in the absence of a clear and explicit agreement to such effect between the Limited Partner and the Partnership Counsel (and then that only to the extent specifically set forth in that agreement), and that in the absence of any such agreement the Partnership Counsel shall owe no duties directly to a Limited Partner. In the event any dispute or controversy arises between any Limited Partner and the Partnership, or between any Limited Partner or the Partnership, on the one hand, and the General Partner (or an Affiliate thereof) that the Partnership Counsel represents, on the other hand, then each Limited Partner agrees that the Partnership Counsel may represent either the Partnership or the General Partner (or its Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Limited Partner hereby consents to such representation. Each Limited Partner further acknowledges that, whether or not the Partnership Counsel has in the past represented such Limited Partner with respect to other matters, the Partnership Counsel has not represented the interests of any Limited Partner in the preparation and negotiation of this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Corsair Capital LLC)