Excused Limited Partners Clause Samples
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Excused Limited Partners. A Limited Partner shall not be required to make any Capital Contributions, or fund any amount from Distributable Proceeds retained pursuant to Section 6.4 (Reinvestment), if the following conditions are met: such Limited Partner has delivered a notification to the General Partner accompanied by a certificate issued by an executive officer of such Limited Partner within five (5) Business Days after the date of the relevant Drawdown Notice, stating that such Limited Partner is entitled to be excused from making such Drawdown based upon such Limited Partner’s reasonable determination that the making of all or a portion of the relevant investment is reasonably likely to have a Material Adverse Effect on such Limited Partner; or the General Partner reasonably determines that (i) such Limited Partner’s making a Capital Contribution with respect to all or a portion of the relevant Investment is reasonably likely to have a Material Adverse Effect, or (ii) the participation of such Limited Partner in all or a portion of the relevant Investment would (A) prevent the Fund from being able to consummate such Investment, (B) result in a material increase in the risk or difficulty to the Fund of consummating such Investment, (C) impose any material filing, tax, regulatory or other similar burden to which the Fund, a Portfolio Company or any Partner or its Affiliate would not otherwise be subject or (D) would otherwise cause the Fund to incur a material extraordinary expense. In the case of a determination by the General Partner pursuant to Section 6.7.1.2, the General Partner shall advise such Limited Partner in writing, no later than five (5) Business Days after the date of the relevant Drawdown Notice, of its intention to invoke the provisions of this Section 6.7.1 and shall deliver to such Limited Partner an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Limited Partner, confirming that the participation by such Limited Partner in the relevant investment is reasonably likely to result in a Material Adverse Effect. If any Limited Partner is excused and does not participate in all or a portion of any Investment pursuant to Section 6.7.1 then such Limited Partner shall be an “Excused Limited Partner” and the General Partner shall immediately inform each other Limited Partner and: if the relevant Capital Contribution has been drawn down from the Excused Limited Partner, or if the relevant amount has been funded from Distributable Pro...
Excused Limited Partners the General Partner shall advise such Limited Partner in writing, no later than [five (5) Business Days] after the date of the relevant Drawdown Notice, of its intention to invoke the provisions of this Section 6.7.16.
Excused Limited Partners. (a) 6.7.1 A Limited Partner shall not be required to make any Capital Contributions, or fund any amount from Distributable Proceeds retained pursuant to Section 6.4 (Reinvestment.), if the following conditions are met:
(i) 6.7.1.1 suchthe Limited Partner has delivered a notification to the General Partner accompanied by a certificate issued by an executive officer of suchthe Limited Partner within [five (5) Business Days] after the date of the relevant Drawdown Notice, stating that suchthe Limited Partner is entitled to be excused from making such Drawdown based upon suchthe Limited Partner’'s reasonable determination that the making of all or a portion of the relevant investment is reasonably likely to have a Material Adverse Effect on suchthe Limited Partner; or
(ii) 6.7.1.2 the General Partner reasonably determines that (i) suchthe Limited Partner’'s making a Capital Contribution with respect to all or a portion of the relevant Iinvestment is reasonably likely to have a Material Adverse Effect, or
Excused Limited Partners the Excused Limited Partner shall continue to be obligated to participate in, and contribute to the Fund with respect to, subsequent Portfolio Investments, Fund Expenses and Organizational Expenses, but not Follow-on Investments or Fund Expenses with respect to the original Investment or portion thereof in relation to which it is an Excused Limited Partner; the General Partner may elect to cause the Fund to make such Portfolio Investment without the participation of the Excused Limited Partner or not to make such Portfolio Investment, and if the General Partner elects to cause the Fund to make such Portfolio Investment, the General Partner may issue a revised Drawdown Notice to the other Limited Partners in order to increase the Capital Contributions with respect to such Portfolio Investment from such other Limited Partners in proportion to their Remaining Commitments to the extent necessary to fund the excused amount86; and the General Partner may make such reasonable adjustments to the accounts of the Partners as are necessary to deal equitably among them in relation to an Excused Limited Partner.
Excused Limited Partners. The sole consideration to the Defaulting Partner for each portion of such Defaulting Partner’'s Interest reallocated to a Non-Defaulting Partner shall be the assumption by such Non-Defaulting Partner of the Defaulting Partner’'s obligation to make both defaulted and future Capital Contributions pursuant to its Commitment that are commensurate with the portion of the Defaulting Partner’'s Interest being reallocated to such Non-Defaulting Partner. The Defaulting Partner acknowledges that it shall not receive any payment for any Interest reallocated to Non-Defaulting Partners pursuant to this Section 6.6.4.36.6(d)(
Excused Limited Partners. The sole consideration to the Defaulting Partner for each portion of such Defaulting Partner’'s Interest reallocated to a Non-Defaulting Partner shall be the assumption by such Non-Defaulting Partner of the Defaulting Partner’'s obligation to make both defaulted and future Capital Contributions pursuant to its Commitment that are commensurate with the portion of the Defaulting 81 These default remedies are typically severe and not subject to negotiation, because failure to contribute is a significant concern to the General Partner and the Fund as a whole. The General Partner will typically have a wide range of remedies when dealing with defaulting limited partners. 83 Enforceability of this default remedy or forfeiture in the following clause is subject to applicable insolvency legislation. Appropriate legal advice should be obtained.
Excused Limited Partners. If a Limited Partner exercises any excuse right or, to the knowledge of any Borrower Party, will be excused from participating in an investment, the Lender shall recalculate Facility Availability by removing from the calculation of Borrowing Base Availability the portion of such Limited Partner’s Capital Commitment that may not be called to repay the Obligations, as calculated by the Lender in its reasonable discretion.
Excused Limited Partners. The sole consideration to the Defaulting Partner for each portion of such Defaulting Partner's Interest reallocated to a Non-Defaulting Partner shall be the assumption by such Non-Defaulting Partner of the Defaulting Partner's obligation to make both defaulted and future Capital Contributions pursuant to its Commitment that are commensurate with the portion of the Defaulting Partner's Interest being reallocated to such Non-Defaulting Partner. The Defaulting Partner shall not receive any payment for any Interest reallocated to Non-Defaulting Partners pursuant to this Section 6.6(d)(iii) (Defaulting Partners.), including for any funded portion of its related Commitment or such Defaulting Partner's share of any profits not yet distributed, even though the purchased Interest may actually have significant positive value at the time of such reallocation or purchase; and determine to reduce any portion of such Defaulting Partner's Commitment (which has not been assumed by another Partner) to the amount of the Capital Contributions (which have not been acquired) made by such Defaulting Partner (net of distributions pursuant to Article 14 (Distributions; Allocations)), and the aggregate Commitments of the Fund will be commensurately reduced and any such determination shall be binding on such Defaulting Partner. So long as a Defaulting Partner is a Partner in the Fund nothing contained in Section 6.6(d) (Defaulting Partners.) will affect the obligation of such Defaulting Partner to pay any such part of its Remaining Commitment to the Fund in accordance with the terms of this Agreement, and the Defaulting Partner will remain fully liable for the fulfilment of its payment obligations under this Agreement, notwithstanding any other rights and remedies the Fund and the General Partner may have pursuant to applicable law. With respect to any amount that is in Default, the General Partner may require additional Drawdowns from the Non-Defaulting Partners in proportion to their Remaining Commitments.84 A Defaulting Partner will cease to have any voting or consent rights as a Limited Partner or with regard to its representative in the LP Advisory Committee (if applicable for such Defaulting Partner), and all acts, consents and decisions with respect to the Fund to be made by the Limited Partners or the LP Advisory Committee shall be calculated and made by the other Limited Partners without regard for the Commitment or (if applicable) the LP Advisory Committee member of such ...
Excused Limited Partners then such Limited Partner shallwill be an “"Excused Limited Partner” and the General Partner shall immediately inform each other Limited Partner" and: