Common use of Mandatory Withdrawals Clause in Contracts

Mandatory Withdrawals. The General Partner may, in its discretion, cause a partial or a complete withdrawal from a Limited Partner’s Capital Account by giving forty-eight (48) hours’ Notice to the Limited Partner, if the General Partner determines or has reason to believe that: (i) such Limited Partner has transferred or attempted to transfer any portion of its Interest in violation of the provisions of Article 11; (ii) such Limited Partner’s continued ownership of its Interest may cause the Fund to be in violation of, or require registration of any Interest under, or subject the Fund or the General Partner to additional regulation under the securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization; (iii) such Limited Partner’s continued ownership of its Interest may be harmful or injurious to the business or reputation of the Fund or the General Partner, may result in the imposition of significant administrative or other burdens on the Fund or the General Partner, or may subject the Fund or any Partner to the risk of adverse tax or other fiscal consequences (including adverse consequences under ERISA); (iv) any of the representations and warranties made by such Limited Partner in connection with the acquisition of its Interest were not true when made or have ceased to be true; or (v) it is otherwise in the best interests of the Fund, as determined in the sole discretion of the General Partner, to cause such a withdrawal. In particular, if a Limited Partner is or becomes a corporation, partnership, limited liability company, trust, or other entity whose beneficial ownership of its Interest may be deemed to be beneficial ownership by the holders of outstanding securities of such Partner (a “Multiple-Owner Limited Partner”) under paragraph (1)(A) of Section 3(c) of the Investment Company Act of 1940, as amended (the “ICA”) at any time the Fund is relying on paragraph (1) of Section 3(c) of the ICA for exclusion from the definition of “investment company,” the General Partner may, in its sole discretion, cause a partial withdrawal of such Multiple-Owner Limited Partner’s Capital Account to the extent necessary to cause such Multiple-Owner Limited Partner’s beneficial ownership of its Interest to be beneficial ownership by one person, within the meaning of such paragraph, or may cause the complete withdrawal of such Multiple-Owner Limited Partner from the Fund. Similarly, if a Limited Partner becomes an “employee benefit plan investor” within the meaning of applicable rules and regulations under ERISA (an “ERISA Limited Partner”), the General Partner may in its sole discretion cause a complete or partial withdrawal of such Limited Partner to the extent necessary to prevent the Fund’s assets from being considered “plan assets” within the meaning of ERISA. In the exercise of its discretion, the General Partner may cause the partial or complete withdrawal of the Capital Account of a Multiple-Owner Limited Partner regardless of whether or not such Limited Partner was a Multiple-Owner Limited Partner or an ERISA Limited Partner at the time such Limited Partner became a Limited Partner or made any particular Capital Contribution and may cause such partial or complete withdrawal as to some Multiple-Owner Limited Partners or ERISA Limited Partner and not others. A complete withdrawal from a Limited Partner’s Capital Account mandated by the General Partner pursuant to this Section will be treated as a termination of the Limited Partner’s Interest in the Fund.

Mandatory Withdrawals. The General Partner may, in its discretion, cause a partial or a complete withdrawal from of a Limited Partner’s Capital Account Units by giving forty-eight (48) hours’ Notice to the Limited Partner, if the General Partner determines or has reason to believe that: (i) such Limited Partner has transferred or attempted to transfer any portion of its Interest Units in violation of the provisions of Article 11; (ii) such Limited Partner’s continued ownership of its Interest Units may cause the Fund to be in violation of, or require registration of any Interest Units under, or subject the Fund or the General Partner to additional regulation under the securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization; (iii) such Limited Partner’s continued ownership of its Interest Units may be harmful or injurious to the business or reputation of the Fund or the General Partner, may result in the imposition of significant administrative or other burdens on the Fund or the General Partner, or may subject the Fund or any Partner to the risk of adverse tax or other fiscal consequences (including adverse consequences under ERISA); (iv) any of the representations and warranties made by such Limited Partner in connection with the acquisition of its Interest Units were not true when made or have ceased to be true; or (v) it is otherwise in the best interests of the Fund, as determined in the sole discretion of the General Partner, to cause such a withdrawal. In particular, if a Limited Partner is or becomes a corporation, partnership, limited liability company, trust, or other entity whose beneficial ownership of its Interest Units may be deemed to be beneficial ownership by the holders of outstanding securities of such Partner (a “Multiple-Owner Limited Partner”) under paragraph (1)(A) of Section 3(c) of the Investment Company Act of 1940, as amended (the “ICA”) at any time the Fund is relying on paragraph (1) of Section 3(c) of the ICA for exclusion from the definition of “investment company,” the General Partner may, in its sole discretion, cause a partial withdrawal of such Multiple-Owner Limited Partner’s Capital Account Units to the extent necessary to cause such Multiple-Owner Limited Partner’s beneficial ownership of its Interest Units to be beneficial ownership by one person, within the meaning of such paragraph, or may cause the complete withdrawal of such Multiple-Owner Limited Partner from the Fund. Similarly, if a Limited Partner becomes an “employee benefit plan investor” within the meaning of applicable rules and regulations under ERISA (an “ERISA Limited Partner”), the General Partner may in its sole discretion cause a complete or partial withdrawal of such Limited Partner Partner’s Units to the extent necessary to prevent the Fund’s assets from being considered “plan assets” within the meaning of ERISA. In the exercise of its discretion, the General Partner may cause the partial or complete withdrawal of the Capital Account Units of a Multiple-Owner Limited Partner regardless of whether or not such Limited Partner was a Multiple-Owner Limited Partner or an ERISA Limited Partner at the time such Limited Partner became a Limited Partner or made any particular Capital Contribution and may cause such partial or complete withdrawal as to some Multiple-Owner Limited Partners or ERISA Limited Partner and not others. A complete withdrawal from of a Limited Partner’s Capital Account Units mandated by the General Partner pursuant to this Section will be treated as a termination of the Limited Partner’s Interest participation in the Fund.

Mandatory Withdrawals. The General Partner may, in its discretion, cause a partial or a complete withdrawal from of a Limited Partner’s Capital Account 's Units by giving forty-eight (48) hours’ ' Notice to the Limited Partner, if the General Partner determines or has reason to believe that: (i) such Limited Partner has transferred or attempted to transfer any portion of its Interest Units in violation of the provisions of Article 11; (ii) such Limited Partner’s 's continued ownership of its Interest Units may cause the Fund to be in violation of, or require registration of any Interest Units under, or subject the Fund or the General Partner to additional regulation under the securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization; (iii) such Limited Partner’s 's continued ownership of its Interest Units may be harmful or injurious to the business or reputation of the Fund or the General Partner, may result in the imposition of significant administrative or other burdens on the Fund or the General Partner, or may subject the Fund or any Partner to the risk of adverse tax or other fiscal consequences (including adverse consequences under ERISA); (iv) any of the representations and warranties made by such Limited Partner in connection with the acquisition of its Interest Units were not true when made or have ceased to be true; or (v) it is otherwise in the best interests of the Fund, as determined in the sole discretion of the General Partner, to cause such a withdrawal. In particular, if a Limited Partner is or becomes a corporation, partnership, limited liability company, trust, or other entity whose beneficial ownership of its Interest Units may be deemed to be beneficial ownership by the holders of outstanding securities of such Partner (a “"Multiple-Owner Limited Partner”") under paragraph (1)(A) of Section 3(c) of the Investment Company Act of 1940, as amended (the “"ICA”") at any time the Fund is relying on paragraph (1) of Section 3(c) of the ICA for exclusion from the definition of “"investment company,” " the General Partner may, in its sole discretion, cause a partial withdrawal of such Multiple-Owner Limited Partner’s Capital Account 's Units to the extent necessary to cause such Multiple-Owner Limited Partner’s 's beneficial ownership of its Interest Units to be beneficial ownership by one person, within the meaning of such paragraph, or may cause the complete withdrawal of such Multiple-Owner Limited Partner from the Fund. Similarly, if a Limited Partner becomes an “"employee benefit plan investor” " within the meaning of applicable rules and regulations under ERISA (an “"ERISA Limited Partner”"), the General Partner may in its sole discretion cause a complete or partial withdrawal of such Limited Partner Partner's Units to the extent necessary to prevent the Fund’s 's assets from being considered “"plan assets” " within the meaning of ERISA. In the exercise of its discretion, the General Partner may cause the partial or complete withdrawal of the Capital Account Units of a Multiple-Owner Limited Partner regardless of whether or not such Limited Partner was a Multiple-Owner Limited Partner or an ERISA Limited Partner at the time such Limited Partner became a Limited Partner or made any particular Capital Contribution and may cause such partial or complete withdrawal as to some Multiple-Owner Limited Partners or ERISA Limited Partner and not others. A complete withdrawal from of a Limited Partner’s Capital Account 's Units mandated by the General Partner pursuant to this Section will be treated as a termination of the Limited Partner’s Interest 's participation in the Fund.

Mandatory Withdrawals. The General Partner may, in its discretion, cause a partial or a complete withdrawal from a Limited Partner’s Capital Account by giving forty-eight (48) hours’ Notice to the Limited Partner, if the General Partner determines or has reason to believe that: (i) such Limited Partner has transferred or attempted to transfer any portion of its Interest Units in violation of the provisions of Article 11; (ii) such Limited Partner’s continued ownership of its Interest Units may cause the Fund to be in violation of, or require registration of any Interest Units under, or subject the Fund or the General Partner to additional regulation under the securities laws of the United States or any other relevant jurisdiction or the rules of any self-regulatory organization; (iii) such Limited Partner’s continued ownership of its Interest Units may be harmful or injurious to the business or reputation of the Fund or the General Partner, may result in the imposition of significant administrative or other burdens on the Fund or the General Partner, or may subject the Fund or any Partner to the risk of adverse tax or other fiscal consequences (including adverse consequences under ERISA); (iv) any of the representations and warranties made by such Limited Partner in connection with the acquisition of its Interest Units were not true when made or have ceased to be true; or (v) it is otherwise in the best interests of the Fund, as determined in the sole discretion of the General Partner, to cause such a withdrawal. In particular, if a Limited Partner is or becomes a corporation, partnership, limited liability company, trust, or other entity whose beneficial ownership of its Interest Units may be deemed to be beneficial ownership by the holders of outstanding securities of such Partner (a “Multiple-Owner Limited Partner”) under paragraph (1)(A) of Section 3(c) of the Investment Company Act of 1940, as amended (the “ICA”) at any time the Fund is relying on paragraph (1) of Section 3(c) of the ICA for exclusion from the definition of “investment company,” the General Partner may, in its sole discretion, cause a partial withdrawal of such Multiple-Owner Limited Partner’s Capital Account to the extent necessary to cause such Multiple-Owner Limited Partner’s beneficial ownership of its Interest Units to be beneficial ownership by one person, within the meaning of such paragraph, or may cause the complete withdrawal of such Multiple-Owner Limited Partner from the Fund. Similarly, if a Limited Partner becomes an “employee benefit plan investor” within the meaning of applicable rules and regulations under ERISA (an “ERISA Limited Partner”), the General Partner may in its sole discretion cause a complete or partial withdrawal of such Limited Partner to the extent necessary to prevent the Fund’s assets from being considered “plan assets” within the meaning of ERISA. In the exercise of its discretion, the General Partner may cause the partial or complete withdrawal of the Capital Account of a Multiple-Owner Limited Partner regardless of whether or not such Limited Partner was a Multiple-Owner Limited Partner or an ERISA Limited Partner at the time such Limited Partner became a Limited Partner or made any particular Capital Contribution and may cause such partial or complete withdrawal as to some Multiple-Owner Limited Partners or ERISA Limited Partner and not others. A complete withdrawal from a Limited Partner’s Capital Account mandated by the General Partner pursuant to this Section will be treated as a termination of the Limited Partner’s Interest Units in the Fund.