No Withdrawal of Capital. 4.3.1 No Limited Partner shall withdraw, cancel or revoke any part of its Commitment, except as provided in this Agreement or in the relevant Limited Partner’s Side Letter. 4.3.2 If at any time the General Partner determines, after consultation with the affected Limited Partner and after receipt of an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to such affected Limited Partner, that there is a reasonable likelihood that the continuing participation in the Fund by such Limited Partner would cause a Material Adverse Effect, such Limited Partner shall, upon the written request and with the reasonable cooperation of the General Partner, use commercially reasonable efforts to dispose of such Limited Partner’s entire interest in the Fund (or such portion of its interest as the General Partner shall determine is sufficient to prevent or remedy such Material Adverse Effect) to one or more of the other Limited Partners or any other Person at a price reasonably acceptable to such Limited Partner, in a transaction that complies with Section 17 (Transfers; Substitute Partners) and the General Partner shall use its commercially reasonable efforts to work with such Limited Partner to facilitate such transaction. If a determination is made by the General Partner under this Section
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
No Withdrawal of Capital. 10 Note, in some cases, the General Partner may make all or part of its commitment in a Parallel Vehicle or as a Limited Partner. If so, appropriate adjustments should be made.
4.3.1 No Limited Partner shall withdraw, cancel or revoke any part of its Commitment, except as provided in this Agreement or in the relevant Limited Partner’s Side Letter.
4.3.2 If at any time the General Partner determines, after consultation with the affected Limited Partner and after receipt of an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to such affected Limited Partner, that there is a reasonable likelihood that the continuing participation in the Fund by such Limited Partner would cause a Material Adverse Effect, such Limited Partner shall, upon the written request and with the reasonable cooperation of the General Partner, use commercially reasonable efforts to dispose of such Limited Partner’s entire interest in the Fund (or such portion of its interest as the General Partner shall determine is sufficient to prevent or remedy such Material Adverse Effect) to one or more of the other Limited Partners or any other Person at a price reasonably acceptable to such Limited Partner, in a transaction that complies with Section 17 (Transfers; Substitute Partners) and the General Partner shall use its commercially reasonable efforts to work with such Limited Partner to facilitate such transaction. If a determination is made by the General Partner under this SectionSection
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement