Common use of Limitations on Withdrawal of Capital Account Clause in Contracts

Limitations on Withdrawal of Capital Account. (a) The right of any Partner or its legal representatives to withdraw any amount from a Capital Account and to have distributed to it any such amount (or any portion thereof) pursuant to this Article V is subject to the provision by the Managing General Partner for all Partnership liabilities in accordance with the Law and for reserves for contingencies and estimated accrued expenses and liabilities in accordance with Section 3.08, and for projected Incentive Allocations. In addition, no withdrawal shall be permitted that would result in a Capital Account having a negative balance. The unused portion of any reserve shall be distributed to the Partners to which the reserve applied, with interest at the prevailing savings bank rate for unrestricted deposits from time to time in effect in New York, New York, as determined by the Managing General Partner, after the Managing General Partner shall have determined that the need therefor shall have ceased. (b) The Managing General Partner may suspend subscription for limited partnership interests, the determination of the net asset value and the net asset value of each Limited Partner’s Capital Account(s), and/or withdrawal rights (including the right to receive withdrawal proceeds), in whole or in part for any and all Limited Partners at any time: (i) during any period when any stock exchange or over-the-counter market on which any of the Partnership’s investments are quoted, traded or dealt in is closed, other than for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended; (ii) during the existence of any state of affairs as a result of which, in the opinion of the Management Company, disposal of part or all of the assets of the Partnership or the calculation of the net asset value would not be reasonably practicable or would be seriously prejudicial to the non-withdrawing Limited Partners; (iii) during any breakdown in the means of communication normally employed in determining the price or value of the Partnership’s assets or liabilities, or of current prices in any stock market as aforesaid, or when for any other reason the prices or values of any assets or liabilities of the Partnership cannot reasonably be promptly and accurately ascertained; (iv) during any period when the transfer of funds involved in the realization or acquisition of any investments cannot, in the opinion of the Management Company, be effected at normal rates of exchange; or (v) where such withdrawal would impede a pending tender offer, proxy contest, shareholder vote or other hostile action with respect to the Company. (c) No partial withdrawals shall be permitted if such withdrawal shall cause the aggregate Capital Account balances established with respect to a Limited Partner or an Indirect Investor to fall below $2 million, unless approved by the Managing General Partner in its sole discretion. (d) The Managing General Partner, by written notice to any Limited Partner, may suspend withdrawal rights of such Limited Partner (including the right to receive withdrawal proceeds) if the Managing General Partner reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations or any other legal, tax or regulatory requirement applicable to the Partnership, the Administrative General Partner, the Management Company, the Managing General Partner, the Administrator and their respective Affiliates, subsidiaries or associates or any of the Partnership’s other service providers.

Limitations on Withdrawal of Capital Account. (a) The right of any Partner or its legal representatives to withdraw any amount from a its Capital Account and to have distributed to it any such amount (or any portion thereof) pursuant to this Article V is subject to the provision by the Managing General Partner for all Partnership liabilities in accordance with the Law Act and for reserves for existing or anticipated liabilities or contingencies and estimated accrued expenses and liabilities in accordance with Section 3.08, and for projected Incentive Allocationsliabilities. In addition, no withdrawal shall be permitted that would result in a Capital Account having a negative balance. The unused portion of any reserve shall be distributed to the Partners to which the reserve applied, with interest at the prevailing savings bank rate for unrestricted deposits from time to time in effect in New York, New York, as determined by the Managing General Partner, after the Managing General Partner shall have determined that the need therefor shall have ceased. (b) The Managing General Partner Partner, by written notice to the Limited Partners, may temporarily suspend subscription for limited partnership interests, or delay (in whole or in part) the determination of the net asset value Net Asset Value of the Onshore Partnership and the net asset value Net Asset Value of each Limited Partner’s Capital Account(s)an Interest, the right to subscribe for or purchase Interests, the right to make voluntary withdrawals, and/or withdrawal rights (including the right to receive payment of withdrawal proceeds), or any combination of the foregoing in each case, during the whole or in any part for of any and all Limited Partners at any time: period when: (i) during any period when any stock exchange exchange, board of trade, or over-the-counter market on in which any a significant portion of the Onshore Partnership’s (or the Master Partnership’s) investments are quoted, currently quoted or traded or dealt in is closed, other than for ordinary customary holidays and weekends, or during periods in for which dealings therein are restricted or suspended; suspended or quotes cannot otherwise be accurately obtained; (ii) during the existence of any state of affairs as a result of exists which, in the opinion of the Management CompanyGeneral Partner, disposal of part constitutes an emergency (including, but not limited to, a determination by the General Partner that a material adverse change or all of disruption has occurred in the assets of financial, banking or capital markets generally which has or could reasonably be expected to have a material adverse effect on the Onshore Partnership or the calculation Master Partnership) rendering disposition of the net asset value would Onshore Partnership’s (or the Master Partnership’s) investments to be not be reasonably practicable or would be seriously prejudicial to the non-withdrawing Onshore Partnership, the Master Partnership or the Limited Partners; ; (iii) during any breakdown in the means of communication normally employed in determining the price or value of any portion of the assets of the Onshore Partnership’s assets or liabilitiesthe Master Partnership’s investments, or of current prices in any stock market as aforesaiddescribed above has occurred, or when for any other reason the prices or values of any assets owned by the Onshore Partnership or liabilities of the Master Partnership cannot reasonably be promptly and accurately ascertained; ; (iv) during any period when the transfer of funds involved in the realization or acquisition of any investments asset cannot, in the opinion of the Management CompanyGeneral Partner, be effected at normal rates of exchange; or ; (v) where such in the opinion of the General Partner, the effect of withdrawals (including withdrawals for which withdrawal requests have been received) would impede be unfair, prejudicial or would materially disadvantage any of the remaining Limited Partners, or the effect of withdrawals or redemptions would be to seriously impair the Onshore Partnership’s (or the Master Partnership’s) ability to operate or to jeopardize its tax status; (vi) in the opinion of the General Partner, disposal of all or part of the Onshore Partnership’s assets, or determination of the Net Asset Value of the Onshore Partnership, or the payment of withdrawal proceeds would not be reasonable or practicable or would be expected to be prejudicial to the Limited Partners; (vii) the settlement of withdrawals would, in the opinion of the General Partner, result in a pending tender offer, proxy contest, shareholder vote violation of law or other hostile action violate any investment or agreement governing any indebtedness incurred by the Onshore Partnership; or (viii) there has been a suspension by the Master Partnership. If a Partner has made a withdrawal request with respect to a Withdrawal Date as of which date a suspension has occurred for any reason pursuant to this Section 5.07(b), such Partner’s withdrawal will be given effect as of the Companyfirst Business Day following the termination of the suspension based on the balance of such Partner’s Capital Account on such latter date. If the General Partner suspends payment of withdrawal proceeds to a Partner following the effective date of such Partner’s withdrawal, such Partner’s withdrawal proceeds will be paid as soon as practicable following the termination of the suspension based on the balance of such Partner’s Capital Account on the effective date of such Partner’s withdrawal. (c) No partial withdrawals shall be permitted if such withdrawal shall cause In addition, the aggregate Capital Account balances established with respect to a Limited Partner or an Indirect Investor to fall below $2 million, unless approved by the Managing General Partner in its sole discretion. (d) The Managing General Partner, by written notice to any Limited Partner, may suspend payment of withdrawal rights of proceeds payable to such Limited Partner (including the right to receive withdrawal proceeds) if the Managing General Partner reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations or any other legal, tax or regulatory requirement applicable to the Onshore Partnership (or the Master Partnership), the Administrative General Partner, the Management Companytheir members or shareholders, the Managing General Partner, the Administrator and their respective Affiliates, subsidiaries or associates or any of the Onshore Partnership’s (or the Master Partnership’s) other service providers.

Limitations on Withdrawal of Capital Account. (a) The right of any Partner or its legal representatives to withdraw any amount from a Capital Account and to have distributed to it any such amount (or any portion thereof) pursuant to this Article V is subject to the provision by the Managing General Partner for all Partnership liabilities in accordance with the Law Act and for reserves for contingencies and estimated accrued expenses and liabilities in accordance with Section 3.08, and for projected Incentive Allocations. In addition, no withdrawal shall be permitted that would result in a Capital Account having a negative balance. The unused portion of any reserve shall be distributed to the Partners to which the reserve applied, with interest at the prevailing savings bank rate for unrestricted deposits from time to time in effect in New York, New York, as determined by the Managing General Partner, after the Managing General Partner shall have determined that the need therefor shall have ceased. (b) The Managing General Partner may suspend subscription for limited partnership interests, the determination of the net asset value and value, the determination of the net asset value of each Limited Partner’s 's Capital Account(s), and/or withdrawal rights (including the right to receive withdrawal proceeds), in whole or in part for any and all Limited Partners at any time: (i) during any period when any stock exchange or over-the-counter market on which any of the Partnership’s 's investments are quoted, traded or dealt in is closed, other than for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended; (ii) during the existence of any state of affairs as a result of which, in the opinion of the Management Company, disposal of part or all of the assets of the Partnership or the calculation of the net asset value would not be reasonably practicable or would be seriously prejudicial to the non-withdrawing Limited Partners; (iii) during any breakdown in the means of communication normally employed in determining the price or value of the Partnership’s 's assets or liabilities, or of current prices in any stock market as aforesaid, or when for any other reason the prices or values of any assets or liabilities of the Partnership cannot reasonably be promptly and accurately ascertained; (iv) during any period when the transfer of funds involved in the realization or acquisition of any investments cannot, in the opinion of the Management Company, be effected at normal rates of exchange; or (v) where such withdrawal would impede a pending tender offer, proxy contest, shareholder vote or other hostile action with respect to the Company. (c) No partial withdrawals shall be permitted if such withdrawal shall cause the aggregate Capital Account balances established with respect to a Limited Partner or an Indirect Investor to fall below $2 million, unless approved by the Managing General Partner in its sole discretion. (d) The Managing General Partner, by written notice to any Limited Partner, may suspend the withdrawal rights of such Limited Partner (including the right to receive withdrawal proceeds) if the Managing General Partner reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations or any other legal, tax or regulatory requirement applicable to the Partnership, the Administrative General Partner, the Management Company, the Managing General Partner, the Administrator and their respective Affiliates, subsidiaries or associates or any of the Partnership’s 's other service providers.

Limitations on Withdrawal of Capital Account. (a) The right of any Partner or its legal representatives to withdraw any amount from a Capital Account and to have distributed to it any such amount (or any portion thereof) pursuant to this Article V is subject to the provision by the Managing General Partner for all Partnership liabilities in accordance with the Law and for reserves for contingencies and estimated accrued expenses and liabilities in accordance with Section 3.08, and for projected Incentive Allocations. In addition, no withdrawal shall be permitted that would result in a Capital Account having a negative balance. The unused portion of any reserve shall be distributed to the Partners to which the reserve applied, with interest at the prevailing savings bank rate for unrestricted deposits from time to time in effect in New York, New York, as determined by the Managing General Partner, after the Managing General Partner shall have determined that the need therefor shall have ceased. (b) The Managing General Partner may suspend subscription for limited partnership interests, the determination of the net asset value and the net asset value of each Limited Partner’s Capital Account(s), and/or withdrawal rights (including the right to receive withdrawal proceeds), in whole or in part for any and all Limited Partners at any timepart: (i) during any period when any stock exchange or over-the-counter market on which any of the Partnership’s 's investments are quoted, traded or dealt in is closed, other than for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended; (ii) during the existence of any state of affairs as a result of which, in the opinion of the Management CompanyManaging General Partner, disposal of part or all of the assets of the Partnership or the calculation of the net asset value would not be reasonably practicable or would be seriously prejudicial to the non-withdrawing Limited Partners; (iii) during any breakdown in the means of communication normally employed in determining the price or value of the Partnership’s 's assets or liabilities, or of current prices in any stock market as aforesaid, or when for any other reason the prices or values of any assets or liabilities of the Partnership cannot reasonably be promptly and accurately ascertained; (iv) during any period when the transfer of funds involved in the realization or acquisition of any investments cannot, in the opinion of the Management CompanyManaging General Partner, be effected at normal rates of exchange; or (v) where such withdrawal would impede a pending tender offer, proxy contest, shareholder vote or other hostile action with respect to the Company. Upon the determination by the Managing General Partner that any of the above-mentioned conditions no longer applies, withdrawal rights shall be promptly reinstated, and any pending withdrawal requests shall be honored as of the end of the fiscal quarter following such determination. (c) No partial withdrawals shall will be permitted if such withdrawal shall will cause the aggregate Capital Account balances established with respect to a Limited Partner or an Indirect Investor to fall below $2 5 million, unless approved by the Managing General Partner in its sole discretion. (d) The Managing General Partner, by written notice to any Limited Partner, may suspend withdrawal rights of such Limited Partner (including the right to receive withdrawal proceeds) if the Managing General Partner reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations or any other legal, tax legal or regulatory requirement applicable to the Partnership, the Administrative General Partner, the Management Company, the Managing General Partner, the Administrator and their respective Affiliates, subsidiaries or associates Affiliates or any of the Partnership’s 's other service providers.

Limitations on Withdrawal of Capital Account. (a) The right of any withdrawing Partner or its legal representatives to withdraw any amount from a have distributed the Capital Account and to have distributed to it any of such amount (or any portion thereof) Partner pursuant to this Article V IV is subject to the provision by the Managing General Partner for all Partnership liabilities in accordance with the Law Act and for reserves or holdbacks for contingencies and estimated accrued expenses expenses, liabilities and liabilities contingencies in accordance with Section 3.08, and for projected Incentive Allocations. In addition, no withdrawal shall be permitted that would result in a Capital Account having a negative balance. The unused portion of any reserve shall be distributed to the Partners to which the reserve applied, with interest at the prevailing savings bank rate for unrestricted deposits from time to time in effect in New York, New York, as determined by the Managing General Partner, after the Managing General Partner shall have determined that the need therefor shall have ceased. (b) The Managing General Partner may suspend subscription If withdrawal requests are received for limited partnership interestsany Withdrawal Date, the determination when aggregated with any other requests to withdraw/redeem total more than 5% (five percent) of the net asset value and of the Partnership as of such date, the General Partner may, in its sole discretion, (i) satisfy all such withdrawal requests or (ii) reduce all withdrawal requests pro rata in accordance with the withdrawing Partner's Capital Account(s) so that only 5% (five percent) (or more, at the sole discretion of the General Partner) of the net asset value of each Limited the Partnership as of the Withdrawal Date is withdrawn. A withdrawal request that is not satisfied because of restrictions imposed by the General Partner’s Capital Account(s, as described above, will be deemed made as of the next Withdrawal Date in priority to subsequent withdrawal requests (but not compulsory withdrawals), and/or unless withdrawn and will be subject to the same restrictions. Until the Withdrawal Date as of which a withdrawal rights becomes effective, the interests of the withdrawing Partner will remain at risk of the Partnership's performance. (including the right to receive c) The General Partner may suspend withdrawal proceeds)rights, in whole or in part for any and all Limited Partners at any time: part, (i) during any period when in which any stock exchange or over-the-counter market on which any a substantial portion of the Partnership’s 's investments are quoted, traded or dealt in quoted is closed, other than for ordinary holidays and weekends, or during periods in which dealings in such stock exchange are restricted or suspended; (ii) during the existence of any state of affairs as a result of period in which, in the sole and absolute opinion of the Management CompanyGeneral Partner, disposal of part or all a substantial portion of the assets of investments by the Partnership or the calculation of the net asset value would not be reasonably practicable reasonable or would be seriously prejudicial to the non-withdrawing Limited Partnerspractical; (iii) during any breakdown in the means of communication normally employed in determining the price or value of the Partnership’s assets any Partnership investment or liabilities, or of current prices in any stock market as aforesaidsecurities market, or when for any other reason the prices or values of any assets or liabilities of investments owned by the Partnership cannot be reasonably be or promptly and accurately ascertained; (iv) during any period when in which the transfer of funds involved in the realization or acquisition of any investments by the Partnership cannot, in the opinion of the Management Company, not be effected at normal rates of exchange; or (v) when there exists in the opinion of the General Partner a state of affairs where such withdrawal disposal of the Partnership's, or the determination of the net asset value of the Capital Accounts (in either case, as applicable), would impede a pending tender offer, proxy contest, shareholder vote not be reasonably practicable or other hostile action with respect would be seriously prejudicial to the Company. non-withdrawing Limited Partners; and (cvi) No partial withdrawals shall be permitted if such for any period during which the withdrawal shall of capital would cause the aggregate Capital Account balances established with respect to a Limited Partner breach or an Indirect Investor to fall below $2 million, unless approved default under any covenant in any agreement entered into by the Managing General Partner in its sole discretionPartnership for borrowing for cash management purposes. (d) The Managing In addition, the General Partner, by written notice to any Limited Partner, may suspend the withdrawal rights of such Limited Partner (including the right to receive including, without limitation, payment of withdrawal proceeds) if the Managing General Partner reasonably Partner, in its sole and absolute discretion, deems it necessary to do so to comply with anti-money laundering laws and regulations or any other legal, tax or regulatory requirement applicable to the Partnership, the Administrative General PartnerMaster Fund, the Management Company, the Managing General Partner, the Administrator and their respective Affiliates, subsidiaries or associates Partner or any of the Partnership’s other 's service providers.

Limitations on Withdrawal of Capital Account. (a) The right of any Partner or its legal representatives to withdraw any amount from a Capital Account and to have distributed to it any such amount (or any portion thereof) pursuant to this Article V is subject to the provision by the Managing General Partner for all Partnership liabilities in accordance with the Law and for reserves for contingencies and estimated accrued expenses and liabilities in accordance with Section 3.08, and for projected Incentive Allocations. In addition, no withdrawal shall be permitted that would result in a Capital Account having a negative balance. The unused portion of any reserve shall be distributed to the Partners to which the reserve applied, with interest at the prevailing savings bank rate for unrestricted deposits from time to time in effect in New York, New York, as determined by the Managing General Partner, after the Managing General Partner shall have determined that the need therefor shall have ceased. (b) The Managing General Partner may suspend subscription for limited partnership interests, the determination of the net asset value and the net asset value of each Limited Partner’s Capital Account(s), and/or withdrawal rights (including the right to receive withdrawal proceeds)rights, in whole or in part for any and all Limited Partners at any timepart: (i) during any period when any stock exchange or over-the-counter market on which any of the Partnership’s 's investments are quoted, traded or dealt in is closed, other than for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended; (ii) during the existence of any state of affairs as a result of which, in the opinion of the Management CompanyManaging General Partner, disposal of part or all of the assets of investments by the Partnership or the calculation of the net asset value would not be reasonably practicable or would be seriously prejudicial to the non-withdrawing Limited Partners; (iii) during any breakdown in the means of communication normally employed in determining the price or value of the Partnership’s 's assets or liabilities, or of current prices in any stock market as aforesaid, or when for any other reason the prices or values of any assets or liabilities of the Partnership cannot reasonably be promptly and accurately ascertained; (iv) during any period when the transfer of funds involved in the realization or acquisition of any investments cannot, in the opinion of the Management CompanyManaging General Partner, be effected at normal rates of exchange; or (v) where such withdrawal would impede a pending tender offer, proxy contest, shareholder vote or other hostile action with respect to an issuer. Upon the Companydetermination by the Managing General Partner that any of the above-mentioned conditions no longer applies, withdrawal rights shall be promptly reinstated, and any pending withdrawal requests shall be honored as of the end of the fiscal quarter following such determination. (c) No partial withdrawals shall will be permitted if such withdrawal shall will cause the aggregate Capital Account balances established with respect to a Limited Partner or an Indirect LP Investor to fall below $2 5 million, unless approved by the Managing General Partner in its sole discretion. (d) The Managing General Partner, by written notice to any Limited Partner, may suspend payment of withdrawal rights of proceeds to such Limited Partner (including the right to receive withdrawal proceeds) if the Managing General Partner reasonably deems it necessary to do so to comply with anti-money laundering or other laws and regulations or any other legal, tax or regulatory requirement applicable to the Partnership, the Administrative General Partner, the Management Company, the Managing General Partner, the Administrator and their respective Affiliates, subsidiaries or associates Company or any of the Partnership’s 's other service providers.