Common use of Mandatory Repurchases Clause in Contracts

Mandatory Repurchases. (a) Notwithstanding anything in this Agreement but subject to the Act, the Board of Directors, on the recommendation of the Repurchase Committee, may cause the Company to repurchase from time to time all or any portion of the Shares of a Member without the consent or action by such Member or any other Person, on 10 days’ prior written notice, if the Board of Directors, on the recommendation of the Repurchase Committee, determines that: (i) the Shares have been transferred in violation of this Agreement, or have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the Member; (ii) any transferee does not meet any investor eligibility requirements established by the Company from time to time; (iii) ownership of Shares by a Member or other Person is likely to cause the Company to be in violation of, or require registration of the Shares under, or subject the Company to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other jurisdiction in the world, including without limitation the Investment Company Act; (iv) continued ownership of the Shares by a Member may be harmful or injurious to the business or reputation of the Company, the Manager, KKR, or any of their Affiliates, or may subject the Company or any Member to an undue risk of adverse tax or other fiscal or regulatory consequences; (v) any of the representations and warranties made by a Member or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true; (vi) with respect to a Member subject to special laws or regulations, the Member is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares; (vii) it would be in the interest of the Company for the Company to repurchase the Shares; or (viii) all or any portion of the assets of the Company may be characterized as Plan assets for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law. (b) Shares repurchased pursuant to Section 10.9(a) will be repurchased at a price equal to the transaction price, of the Class of Shares being repurchased on the date of such repurchase, which will be equal to the Company’s most recently published NAV per Share for the applicable Class of Shares unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. Members whose Shares are repurchased by the Company will not be entitled to a return of any amount of sales load that was charged in connection with such Member’s purchase of such Shares. If the Company requires the mandatory repurchase of any Shares of any Member, such repurchase will not be subject to the repurchase limits under the Share Repurchase Plan, including any repurchase limitations set forth therein, unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. A Member that shall have all of such Member’s Shares repurchased by the Company shall cease to be a Member and shall no longer have any of the rights or privileges of a Member. (c) From time to time, the Board of Directors, on the recommendation of the Repurchase Committee, may, in its discretion and without the consent of any other Person, assign the Company’s right to repurchase Shares pursuant to this Section 10.9 to KKR or its Affiliates.

Mandatory Repurchases. (a) Notwithstanding anything in this Agreement but subject to the Act, the Board of Directors, on the recommendation of the Repurchase Committee, Directors may cause the Company to repurchase from time to time all or any portion of the Shares of a Member or Assignee without the consent or action by such Member or Assignee or any other Person, on 10 days’ prior written notice, if the Board of Directors, on the recommendation of the Repurchase Committee, Directors determines that: (i) the Shares have been transferred in violation of this Agreement, or have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the MemberMember or Assignee; (ii) any transferee does not meet any investor eligibility requirements established by the Company from time to time; (iii) ownership of Shares by a Member Member, Assignee or other Person is likely to cause the Company to be in violation of, or require registration of the Shares under, or subject the Company to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other jurisdiction in the world, including without limitation the Investment Company Act; (iv) continued ownership of the Shares by a Member or Assignee may be harmful or injurious to the business or reputation of the Company, the Manager, KKREQT, or any of their Affiliates, or may subject the Company or any Member to an undue risk of adverse tax or other fiscal or regulatory consequences; (v) any of the representations and warranties made by a Member Member, Assignee or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true; (vi) with respect to a Member or Assignee subject to special laws or regulations, the Member or Assignee is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares; (vii) it would be in the interest of the Company for the Company to repurchase the Shares; or (viii) all or any portion of the assets of the Company may be characterized as the assets of any Plan assets for purposes of ERISA, Section 4975 of the Code or any applicable Similar LawOther Plan Laws. (b) Shares repurchased pursuant to Section 10.9(a) will be repurchased at a price equal to the transaction price, price of the Class of Shares being repurchased on the date of such repurchase, which will be equal to the Company’s most recently published NAV per Share for the applicable Class of Shares unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, Directors in its sole discretion. Members or Assignees whose Shares are repurchased by the Company will not be entitled to a return of any amount of sales load that was charged in connection with such Member’s or Assignee’s purchase of such Shares. If the Company requires the mandatory repurchase of any Shares of any MemberShares, such repurchase will not be subject to the repurchase limits under the Share Repurchase Plan, including any repurchase limitations set forth therein, unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, Directors in its sole discretion. A Member or Assignee that shall have all of such Member’s its Shares repurchased by the Company shall cease to be a Member or Assignee and shall no longer have any of the rights or privileges of a MemberMember or Assignee. (c) From time to time, the Board of Directors, on the recommendation of the Repurchase Committee, Directors may, in its sole discretion and without the consent of any other Person, assign the Company’s right to repurchase Shares pursuant to this Section 10.9 to KKR EQT or its Affiliates.

Mandatory Repurchases. (a) Notwithstanding anything in this Agreement but subject to the Act, the Board of Directors, on the recommendation of the Repurchase Committee, Directors may cause the Company or a Series to repurchase from time to time all or any portion of the Shares of a Member Shareholder without the consent or action by such Member Shareholder or any other Person, on 10 days’ prior written notice, if the Board of Directors, on the recommendation of the Repurchase Committee, Directors determines that: (i) the Shares have been transferred in violation of this Agreement, or have vested in any Person by operation of law as a result of the disability, death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the MemberShareholder; (ii) any transferee does not meet any investor eligibility requirements established by the Company or the applicable Series from time to time; (iii) ownership of Shares by a Member Shareholder or other Person is likely to cause the Company or a Series to be in violation of, or require registration of the Shares under, or subject the Company or a Series to additional registration or regulation under, the securities, commodities, or other laws of the U.S. United States or any other jurisdiction in the world, including without limitation the Investment Company ActAct of 1940, as amended; (iv) continued ownership of the Shares by a Member Shareholder may be harmful or injurious to the business or reputation of the Company, a Series, the Operating Manager, KKRApollo, or any of their Affiliates, or may subject the Company Company, a Series or any Member Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences; (v) any of the representations and warranties made by a Member Shareholder or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true; (vi) with respect to a Member Shareholder subject to special laws or regulations, the Member Shareholder is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares; (vii) it would be in the interest of the Company or a Series for the Company or such Series, as applicable, to repurchase the Shares; or (viii) continued ownership of any Shares by a Shareholder may cause all or any portion of the assets of the Company may or a Series to be characterized as assets of a Plan assets for purposes of ERISA, Section 4975 of the Code or any applicable Similar Lawsimilar law. (b) Shares repurchased pursuant to Section 10.9(a10.10(a) will be repurchased at a price equal to the transaction price, price of the Class Type of Shares being repurchased on the date of such repurchase, which will be equal to the Company’s or the applicable Series’ most recently published NAV per Share for the applicable Class Type of Shares unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, Directors in its sole discretion. Members Shareholders whose Shares are repurchased by the Company or a Series will not be entitled to a return of any amount of sales load that was charged in connection with such MemberShareholder’s purchase of such Shares. If the Company or a Series requires the mandatory repurchase of any Shares of any MemberShareholder, such repurchase will not be subject to the repurchase limits under the Share Repurchase Plan, including any repurchase limitations set forth therein, unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, Directors in its sole discretion. A Member Shareholder that shall have all of such MemberShareholder’s Shares repurchased by the Company or a Series shall cease to be a Member Shareholder of the Company or such Series, as applicable, and shall no longer have any of the rights or privileges of a MemberShareholder hereunder, at law or in equity. (c) From time to time, the Board of Directors, on the recommendation of the Repurchase Committee, Directors may, in its discretion and without the consent of any other Person, assign the Company’s right to repurchase Shares pursuant to this Section 10.9 10.10 to KKR Apollo or its Affiliates.

Mandatory Repurchases. (a) Notwithstanding anything in this Agreement but subject to the Act, the Board of Directors, on the recommendation of the Repurchase Committee, may cause the Company or a Series to repurchase from time to time all or any portion of the Shares of a Member Shareholder without the consent or action by such Member Shareholder or any other Person, on 10 days’ prior written notice, if the Board of Directors, on the recommendation of the Repurchase Committee, determines that: (i) the Shares have been transferred in violation of this Agreement, or have vested in any Person by operation of law as a result of the disability, death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the MemberShareholder; (ii) any transferee does not meet any investor eligibility requirements established by the Company or the applicable Series from time to time; (iii) ownership of Shares by a Member Shareholder or other Person is likely to cause the Company or a Series to be in violation of, or require registration of the Shares under, or subject the Company or a Series to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other jurisdiction in the world, including without limitation the Investment Company ActAct of 1940, as amended; (iv) continued ownership of the Shares by a Member Shareholder may be harmful or injurious to the business or reputation of the Company, a Series, the Operating Manager, KKRApollo, or any of their Affiliates, or may subject the Company Company, a Series or any Member Shareholder to an undue risk of adverse tax or other fiscal or regulatory consequences; (v) any of the representations and warranties made by a Member Shareholder or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true; (vi) with respect to a Member Shareholder subject to special laws or regulations, the Member Shareholder is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares; (vii) it would be in the interest of the Company or a Series for the Company or such Series, as applicable, to repurchase the Shares; or (viii) continued ownership of any Shares by a Shareholder may cause all or any portion of the assets of the Company may or a Series to be characterized as assets of a Plan assets for purposes of ERISA, Section 4975 of the Code or any applicable Similar Lawsimilar law. (b) Shares repurchased pursuant to Section 10.9(a10.10(a) will be repurchased at a price equal to the transaction price, price of the Class Type of Shares being repurchased on the date of such repurchase, which will be equal to the Company’s or the applicable Series’ most recently published NAV per Share for the applicable Class Type of Shares unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. Members Shareholders whose Shares are repurchased by the Company or a Series will not be entitled to a return of any amount of sales load that was charged in connection with such MemberShareholder’s purchase of such Shares. If the Company or a Series requires the mandatory repurchase of any Shares of any MemberShareholder, such repurchase will not be subject to the repurchase limits under the Share Repurchase Plan, including any repurchase limitations set forth therein, unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. A Member Shareholder that shall have all of such MemberShareholder’s Shares repurchased by the Company or a Series shall cease to be a Member Shareholder of the Company or such Series, as applicable, and shall no longer have any of the rights or privileges of a MemberShareholder hereunder, at law or in equity. (c) From time to time, the Board of Directors, on the recommendation of the Repurchase Committee, may, in its discretion and without the consent of any other Person, assign the Company’s right to repurchase Shares pursuant to this Section 10.9 10.10 to KKR Apollo or its Affiliates.

Mandatory Repurchases. (a) Notwithstanding anything in this Agreement but subject to the Act, the Board of Directors, on the recommendation of the Repurchase Committee, may cause the Company to repurchase from time to time all or any portion of the Shares of a Member without the consent or action by such Member or any other Person, on 10 days’ prior written notice, if the Board of Directors, on the recommendation of the Repurchase Committee, determines that: (i) the Shares have been transferred in violation of this Agreement, or have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the Member; (ii) any transferee does not meet any investor eligibility requirements established by the Company from time to time; (iii) ownership of Shares by a Member or other Person is likely to cause the Company to be in violation of, or require registration of the Shares under, or subject the Company to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other jurisdiction in the world, including without limitation the Investment Company Act; (iv) continued ownership of the Shares by a Member may be harmful or injurious to the business or reputation of the Company, the Manager, KKR, or any of their Affiliates, or may subject the Company or any Member to an undue risk of adverse tax or other fiscal or regulatory consequences; (v) any of the representations and warranties made by a Member or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true; (vi) with respect to a Member subject to special laws or regulations, the Member is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares; (vii) it would be in the interest of the Company Company, as determined by the Board of Directors, on the recommendation of the Repurchase Committee, for the Company to repurchase the Shares; or (viii) all or any portion of the assets of the Company may be characterized as Plan assets for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law. (b) Shares repurchased pursuant to Section 10.9(a) will be repurchased at a price equal to the transaction price, of the Class of Shares being repurchased on the date of such repurchase, which will be equal to the Company’s most recently published NAV per Share for the applicable Class of Shares unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. Members whose Shares are repurchased by the Company will not be entitled to a return of any amount of sales load that was charged in connection with such Member’s purchase of such Shares. If the Company requires the mandatory repurchase of any Shares of any Member, such repurchase will not be subject to the repurchase limits under the Share Repurchase Plan, including any repurchase limitations set forth therein, unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. A Member that shall have all of such Member’s Shares repurchased by the Company shall cease to be a Member and shall no longer have any of the rights or privileges of a Member. (c) From time to time, the Board of Directors, on the recommendation of the Repurchase Committee, may, in its discretion and without the consent of any other Person, assign the Company’s right to repurchase Shares pursuant to this Section 10.9 to KKR or its Affiliates.

Mandatory Repurchases. (a) Notwithstanding anything in this Agreement but subject to the Act, the Board of Directors, on the recommendation of the Repurchase Committee, Directors may cause the Company to repurchase from time to time all or any portion of the Shares of a Member without the consent or action by such Member or any other Person, on 10 days’ prior written notice, Person if the Board of Directors, on the recommendation of the Repurchase Committee, Directors determines that: (i) the Shares have been transferred in violation of this Agreement, or have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the Member; (ii) any transferee does not meet any investor eligibility requirements established by the Company from time to time; (iii) ownership of Shares by a Member or other Person is likely to cause the Company to be in violation of, or require registration of the Shares under, or subject the Company to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other jurisdiction in the world, including without limitation the Investment Company ActAct of 1940, as amended; (iv) continued ownership of the Shares by a Member may be harmful or injurious to the business or reputation of the Company, the Manager, KKR, or any of their Affiliates, or may subject the Company or any Member to an undue risk of adverse tax or other fiscal or regulatory consequences; (v) any of the representations and warranties made by a Member or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true; (vi) with respect to a Member subject to special laws or regulations, the Member is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares; (vii) it would be in the interest of the Company for the Company to repurchase the Shares; or (viii) continued ownership of any Shares by a Member all or any portion of the assets of the Company may be characterized as assets of a Plan assets for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law. (b) Shares repurchased pursuant to Section 10.9(a) will be repurchased at a price equal to the transaction price, of the Class of Shares being repurchased on the date of such repurchase, which will be equal to the Company’s most recently published NAV per Share for the applicable Class of Shares unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, Directors in its sole discretion. Members whose Shares are repurchased by the Company will not be entitled to a return of any amount of sales load that was charged in connection with such Member’s purchase of such Shares. If the Company requires the mandatory repurchase of any Shares of any Member, such repurchase will not be subject to the repurchase limits under the Share Repurchase Plan, including any repurchase limitations set forth therein, unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, Directors in its sole discretion. A Member that shall have all of such Member’s Shares repurchased by the Company shall cease to be a Member and shall no longer have any of the rights or privileges of a Member. (c) From time to time, the Board of Directors, on the recommendation of the Repurchase Committee, Directors may, in its discretion and without the consent of any other Person, assign the Company’s right to repurchase Shares pursuant to this Section 10.9 to KKR or its Affiliates.

Mandatory Repurchases. (a) Notwithstanding anything in this Agreement but subject to the Act, the Board of Directors, on the recommendation of the Repurchase Committee, Committee may cause the Company to repurchase from time to time all or any portion of the Shares of a Member without the consent or action by such Member or any other Person, on 10 days’ prior written notice, Person if the Board of Directors, on the recommendation of the Repurchase Committee, Committee determines that: (i) the Shares have been transferred in violation of this Agreement, or have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the Member; (ii) any transferee does not meet any investor eligibility requirements established by the Company from time to time; (iii) ownership of Shares by a Member or other Person is likely to cause the Company to be in violation of, or require registration of the Shares under, or subject the Company to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other jurisdiction in the world, including without limitation the Investment Company ActAct of 1940, as amended; (iv) continued ownership of the Shares by a Member may be harmful or injurious to the business or reputation of the Company, the Manager, KKR, or any of their Affiliates, or may subject the Company or any Member to an undue risk of adverse tax or other fiscal or regulatory consequences; (v) any of the representations and warranties made by a Member or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true; (vi) with respect to a Member subject to special laws or regulations, the Member is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares; (vii) it would be in the interest of the Company for the Company to repurchase the Shares; or (viii) continued ownership of any Shares by a Member all or any portion of the assets of the Company may be characterized as assets of a Plan assets for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law. (b) Shares repurchased pursuant to Section 10.9(a) will be repurchased at a price equal to the transaction price, of the Class of Shares being repurchased on the date of such repurchase, which will be equal to the Company’s most recently published NAV per Share for the applicable Class of Shares unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, Committee in its sole discretion. Members whose Shares are repurchased by the Company will not be entitled to a return of any amount of sales load that was charged in connection with such Member’s purchase of such Shares. If the Company requires the mandatory repurchase of any Shares of any Member, such repurchase will not be subject to the repurchase limits under the Share Repurchase Planterms and conditions of any Company Tender Offer, including any repurchase limitations set forth therein, unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, Committee in its sole discretion. A Member that shall have all of such Member’s Shares repurchased by the Company shall cease to be a Member and shall no longer have any of the rights or privileges of a Member. (c) From time to time, the Board of Directors, on the recommendation of the Repurchase Committee, Committee may, in its discretion and without the consent of any other Person, assign the Company’s right to repurchase Shares pursuant to this Section 10.9 to KKR or its Affiliates.

Mandatory Repurchases. (a) Notwithstanding anything in this Agreement but subject to the Act, the Board of Directors, on the recommendation of the Repurchase Committee, may cause the Company to repurchase from time to time all or any portion of the Shares of a Member without the consent or action by such Member or any other Person, on 10 days’ prior written notice, if the Board of Directors, on the recommendation of the Repurchase Committee, determines that: (i) the Shares have been transferred in violation of this Agreement, or have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the Member; (ii) any transferee does not meet any investor eligibility requirements established by the Company from time to time; (iii) ownership of Shares by a Member or other Person is likely to cause the Company to be in violation of, or require registration of the Shares under, or subject the Company to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other jurisdiction in the world, including without limitation the Investment Company Act; (iv) continued ownership of the Shares by a Member may be harmful or injurious to the business or reputation of the Company, the Manager, KKR, or any of their Affiliates, or may subject the Company or any Member to an undue risk of adverse tax or other fiscal or regulatory consequences; (v) any of the representations and warranties made by a Member or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true; (vi) with respect to a Member subject to special laws or regulations, the Member is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares; (vii) it would be in the interest of the Company for the Company to repurchase the Shares; or (viii) continued ownership of any Shares by a Member all or any portion of the assets of the Company may be characterized as assets of a Plan assets for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law. (b) Shares repurchased pursuant to Section 10.9(a) will be repurchased at a price equal to the transaction price, of the Class of Shares being repurchased on the date of such repurchase, which will be equal to the Company’s most recently published NAV per Share for the applicable Class of Shares unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. Members whose Shares are repurchased by the Company will not be entitled to a return of any amount of sales load that was charged in connection with such Member’s purchase of such Shares. If the Company requires the mandatory repurchase of any Shares of any Member, such repurchase will not be subject to the repurchase limits under the Share Repurchase Plan, including any repurchase limitations set forth therein, unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. A Member that shall have all of such Member’s Shares repurchased by the Company shall cease to be a Member and shall no longer have any of the rights or privileges of a Member. (c) From time to time, the Board of Directors, on the recommendation of the Repurchase Committee, may, in its discretion and without the consent of any other Person, assign the Company’s right to repurchase Shares pursuant to this Section 10.9 to KKR or its Affiliates.

Mandatory Repurchases. (a) Notwithstanding anything in this Agreement but subject to the Act, the Board of Directors, on the recommendation of the Repurchase Committee, may cause the Company to repurchase from time to time all or any portion of the Shares of a Member without the consent or action by such Member or any other Person, on 10 days’ prior written notice, if the Board of Directors, on the recommendation of the Repurchase Committee, determines that: (i) the Shares have been transferred in violation of this Agreement, or have vested in any Person by operation of law as a result of the death, divorce, dissolution, termination, bankruptcy, insolvency or adjudicated incompetence of the Member; (ii) any transferee does not meet any investor eligibility requirements established by the Company from time to time; (iii) ownership of Shares by a Member or other Person is likely to cause the Company to be in violation of, or require registration of the Shares under, or subject the Company to additional registration or regulation under, the securities, commodities, or other laws of the U.S. or any other jurisdiction in the world, including without limitation the Investment Company Act; (iv) continued ownership of the Shares by a Member may be harmful or injurious to the business or reputation of the Company, the Manager, KKR, or any of their Affiliates, or may subject the Company or any Member to an undue risk of adverse tax or other fiscal or regulatory consequences; (v) any of the representations and warranties made by a Member or other Person in connection with the acquisition of Shares was not true when made or has ceased to be true; (vi) with respect to a Member subject to special laws or regulations, the Member is likely to be subject to additional regulatory or compliance requirements under these special laws or regulations by virtue of continuing to hold any Shares; (vii) it would be in the interest of the Company Company, as determined by the Board, on the recommendation of the Repurchase Committee, for the Company to repurchase the Shares; or (viii) all or any portion of the assets of the Company may be characterized as Plan assets for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law. (b) Shares repurchased pursuant to Section 10.9(a) will be repurchased at a price equal to the transaction price, of the Class of Shares being repurchased on the date of such repurchase, which will be equal to the Company’s most recently published NAV per Share for the applicable Class of Shares unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. Members whose Shares are repurchased by the Company will not be entitled to a return of any amount of sales load that was charged in connection with such Member’s purchase of such Shares. If the Company requires the mandatory repurchase of any Shares of any Member, such repurchase will not be subject to the repurchase limits under the Share Repurchase Plan, including any repurchase limitations set forth therein, unless otherwise determined by the Board of Directors, on the recommendation of the Repurchase Committee, in its sole discretion. A Member that shall have all of such Member’s Shares repurchased by the Company shall cease to be a Member and shall no longer have any of the rights or privileges of a Member. (c) From time to time, the Board of Directors, on the recommendation of the Repurchase Committee, may, in its discretion and without the consent of any other Person, assign the Company’s right to repurchase Shares pursuant to this Section 10.9 to KKR or its Affiliates.