Common use of Other Provisions Relating to Distributions Clause in Contracts

Other Provisions Relating to Distributions. (a) All cash distributions shall be made in immediately available funds in U.S. Dollars, except to the extent that distributions in U.S. dollars would be illegal under applicable law, in which case, to such extent, distributions shall be made in the currency in which cash is received by the Partnership. (a) Any securities or other property constituting all or any portion of a Fund Investment may be distributed in kind at such time and in such amounts as the General Partner shall, in its discretion, determine. In the event of any such distribution in kind, the General Partner shall, depending on whether such distribution constitutes a distribution of Proceeds constituting the Carried Interest Share, (i) distribute to the applicable Contributing Partners or Carry Participating Partners securities or other property of the same type and (ii) if cash and securities or other property in kind are to be distributed simultaneously, distribute cash and securities or such property in kind to each such Contributing Partner or Carry Participating Partner in the same proportions to such Contributing Partners or Carry Participating Partners; provided that the General Partner, in its discretion, may allow each such Contributing Partner or Carry Participating Partner to elect whether to receive a distribution in kind or in cash. The General Partner shall determine, in its discretion, the fair value of the securities or other property to be distributed in kind on a date as near as reasonably practicable to the date of such distribution, and, in the case of securities denominated in a currency other than U.S. Dollars, shall determine the U.S. Dollar equivalent of such fair value based on the applicable exchange rate in effect on the valuation date. (b) In connection with any distribution of cash, securities or other property received by the Partnership, the General Partner may, in its discretion, set off against, or withhold from, the amount distributable to any Limited Partner with respect to such Fund Investment the following amounts: (i) such Limited Partner's share of any Partnership Expense or any other amount due from such Limited Partner to the Partnership; and (ii) any amounts required to pay, or to reimburse (on a net after-tax basis) any Indemnified Person for the payment of, any taxes and related expenses that the General Partner in good faith determines to be properly attributable to such Limited Partner (including, without limitation, withholding taxes and interest, penalties and expenses incurred in respect thereof). Any amounts so set off or withheld pursuant to this Section 6.03 shall be treated for all purposes of this Agreement as if actually distributed to such Limited Partner and shall be applied by the General Partner to discharge the obligation in respect of which such amounts were withheld. (c) The General Partner shall have the right, in its discretion, to withhold amounts otherwise distributable by the Partnership to a Limited Partner in order to make such provision as the General Partner, in its discretion, deems necessary or advisable for the payment of such Limited Partner's share of any future Partnership Expense if the nature and amount of such Partnership Expense is known or reasonably anticipated at the time of distribution. (d) Notwithstanding anything in this Agreement to the contrary, the Partnership shall not make any distributions pursuant to this Agreement except to the extent permitted by the Delaware Act.

Other Provisions Relating to Distributions. (a) All cash distributions shall be made in immediately available funds in U.S. Dollars, except to the extent that distributions in U.S. dollars would be illegal under applicable law, in which case, to such extent, distributions shall be made in the currency in which cash is received by the Partnership. (ab) Any securities or other property constituting all or any portion of a Fund Investment may be distributed in kind at such time and in such amounts as the General Partner shall, in its discretion, determine. In the event of any such distribution in kind, the General Partner shall, depending on whether such distribution constitutes a distribution of Proceeds constituting the Carried Interest Share, (i) distribute to the applicable Contributing Partners or Carry Participating Partners securities or other property of the same type and (ii) if cash and securities or other property in kind are to be distributed simultaneously, distribute cash and securities or such property in kind to each such Contributing Partner or Carry Participating Partner in the same proportions to such Contributing Partners or Carry Participating Partners; provided that the General Partner, in its discretion, may allow each such Contributing Partner or Carry Participating Partner to elect whether to receive a distribution in kind or in cash. The General Partner shall determine, in its discretion, the fair value of the securities or other property to be distributed in kind on a date as near as reasonably practicable to the date of such distribution, and, in the case of securities denominated in a currency other than U.S. Dollars, shall determine the U.S. Dollar equivalent of such fair value based on the applicable exchange rate in effect on the valuation date. (bc) In connection with any distribution of cash, securities or other property received by the Partnership, the General Partner may, in its discretion, set off against, or withhold from, the amount distributable to any Limited Partner with respect to such Fund Investment the following amounts: (i) such Limited Partner's ’s share of any Partnership Expense or any other amount due from such Limited Partner to the Partnership; and (ii) any amounts required to pay, or to reimburse (on a net after-tax basis) any Indemnified Person for the payment of, any taxes and related expenses that the General Partner in good faith determines to be properly attributable to such Limited Partner (including, without limitation, withholding taxes and interest, penalties and expenses incurred in respect thereof). Any amounts so set off or withheld pursuant to this Section 6.03 shall be treated for all purposes of this Agreement as if actually distributed to such Limited Partner and shall be applied by the General Partner to discharge the obligation in respect of which such amounts were withheld. (cd) The General Partner shall have the right, in its discretion, to withhold amounts otherwise distributable by the Partnership to a Limited Partner in order to make such provision as the General Partner, in its discretion, deems necessary or advisable for the payment of such Limited Partner's ’s share of any future Partnership Expense if the nature and amount of such Partnership Expense is known or reasonably anticipated at the time of distribution. (de) Notwithstanding anything in this Agreement to the contrary, the Partnership shall not make any distributions pursuant to this Agreement except to the extent permitted by the Delaware Act.

Other Provisions Relating to Distributions. (a) All cash distributions shall be made in immediately available funds in U.S. Dollars, except to the extent that distributions in U.S. dollars would be illegal under applicable law, in which case, to such extent, distributions shall be made in the currency in which cash is received by the Partnership. (ab) Any securities or other property constituting all or any portion of a Fund Investment may be distributed in kind at such time and in such amounts as the General Partner shall, in its discretion, determine. In the event of any such distribution in kind, the General Partner shall, depending on whether such distribution constitutes a distribution of Proceeds constituting the Carried Interest Share, (i) distribute to the applicable Contributing Partners or Carry Participating Partners Interest Partner securities or other property of the same type and (ii) if cash and securities or other property in kind are to be distributed simultaneously, distribute cash and securities or such property in kind to each such Contributing Partner or Carry Participating Interest Partner in the same proportions to such Contributing Partners or Carry Participating Interest Partners; provided that the General Partner, in its discretion, may allow each such Contributing Partner or Carry Participating Interest Partner to elect whether to receive a distribution in kind or in cash. The General Partner shall determine, in its discretion, the fair value of the securities or other property to be distributed in kind on a date as near as reasonably practicable to the date of such distribution, and, in the case of securities denominated in a currency other than U.S. Dollars, shall determine the U.S. Dollar equivalent of such fair value based on the applicable exchange rate in effect on the valuation date. (bc) In connection with any distribution of cash, securities or other property received by the Partnership, the General Partner may, in its discretion, set off against, or withhold from, the amount distributable to any Limited Partner with respect to such Fund Investment the following amounts: (i) such Limited Partner's share of any Partnership Expense or any other amount due from such Limited Partner to the Partnership; and (ii) any amounts required to pay, or to reimburse (on a net after-tax basis) any Indemnified Person for the payment of, any taxes and related expenses that the General Partner in good faith determines to be properly attributable to such Limited Partner (including, without limitation, withholding taxes and interest, penalties and expenses incurred in respect thereof). Any amounts so set off or withheld pursuant to this Section 6.03 shall be treated for all purposes of this Agreement as if actually distributed to such Limited Partner and shall be applied by the General Partner to discharge the obligation in respect of which such amounts were withheld. (cd) The General Partner shall have the right, in its discretion, to withhold amounts otherwise distributable by the Partnership to a Limited Partner in order to make such provision as the General Partner, in its discretion, deems necessary or advisable for the payment of such Limited Partner's share of any future Partnership Expense if the nature and amount of such Partnership Expense is known or reasonably anticipated at the time of distribution. (de) Notwithstanding anything in this Agreement to the contrary, the Partnership shall not make any distributions pursuant to this Agreement except to the extent permitted by the Delaware Act.