Common use of Partnership Advisers Clause in Contracts

Partnership Advisers. The attorneys, accountants and other experts and agents who perform services for the General Partner may also perform services for the Partnership, the other ECP III Funds, the Manager and/or their respective affiliates. It is contemplated that any such dual representation, if commenced, will continue. The General Partner may, without the consent of any Limited Partner, execute on behalf of the Partnership any consent to the representation of the Partnership that counsel may request pursuant to the rules of professional conduct in the applicable jurisdiction. The General Partner has retained Xxxxxx & Xxxxxxx LLP in connection with the formation of the Partnership and may retain Xxxxxx & Xxxxxxx LLP as legal counsel in connection with the management and operation of the Partnership, including, without limitation, making, holding and disposing of investments. Xxxxxx & Xxxxxxx LLP will not represent the Subscriber or any other Limited Partner or prospective limited partner of the Partnership, unless the General Partner, Xxxxxx & Xxxxxxx LLP and such Limited Partner or prospective limited partner otherwise agree, in connection with the formation of the Partnership, the offering of the Interests, the management and operation of the Partnership or any dispute that may arise between any Limited Partner, on one hand, and the General Partner and/or the Partnership, on the other hand (the “Partnership Legal Matters”). The Subscriber will, if it wishes counsel on any Partnership Legal Matter, retain its own independent counsel with respect thereto and will pay all fees and expenses of such independent counsel. The Subscriber agrees that Xxxxxx & Xxxxxxx LLP may represent the General Partner and/or the Partnership in connection with the formation of the Partnership and any and all other Partnership Legal Matters (including any dispute between the General Partner and the Subscriber or any other Partner), and the Subscriber hereby waives any conflicts arising in connection with the foregoing. The Subscriber acknowledges and agrees that (i) Xxxxxx & Xxxxxxx LLP’s representation of the General Partner is limited to the specific matters with respect to which it has been retained and consulted by such Persons, (ii) there may exist other matters that could have a bearing on the Partnership, the Partnership’s investments, the General Partner and/or their affiliates as to which Xxxxxx & Xxxxxxx LLP has been neither retained nor consulted, (iii) Xxxxxx & Xxxxxxx LLP does not undertake to monitor the compliance of the General Partner and its affiliates with the investment program and other investment guidelines and procedures set forth in the Offering Materials or any other presentation or materials presented or provided to the Subscriber by or on behalf of the General Partner or other compliance matters, nor does Xxxxxx & Xxxxxxx LLP monitor compliance by the Partnership, the General Partner and/or their affiliates with applicable laws, unless in each case Xxxxxx & Xxxxxxx LLP has been specifically retained to do so, (iv) Xxxxxx & Xxxxxxx LLP does not investigate or verify the accuracy and completeness of information set forth in the Offering Materials or any other materials concerning the Partnership, the General Partner or any of their respective affiliates and personnel or investments or otherwise and (v) Xxxxxx & Xxxxxxx LLP is not providing any advice, opinion, representation, warranty or other assurance of any kind as to any matter to any Limited Partner. Xxxxxx & Xxxxxxx LLP is entitled to rely on this provision as a third party beneficiary hereof.

Partnership Advisers. The attorneys, accountants and other experts and agents who perform services for the General Partner Partner, the Management Company may also perform services for the Partnership, the Parallel Fund and any other ECP III Funds, the Manager parallel fund and/or its or their respective affiliates. It is contemplated that any such dual representation, if commenced, will continue. The General Partner may, without the consent of any Limited Partner, execute on behalf of the Partnership Partnership, the Parallel Fund and any other parallel fund any consent to the representation of the Partnership that counsel may request pursuant to the rules of professional conduct in the applicable jurisdiction. The General Partner has and the Management Company have retained Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP ("Xxxxxxxx & Xxxxx") in connection with the formation of the Partnership and may retain Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx as legal counsel in connection with the management and operation of the Partnership, including, without limitation, making, holding and disposing of investments. Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx will not represent the Subscriber or any other Limited Partner or prospective limited partner of the Partnership, unless the General Partner, Xxxxxx & Xxxxxxx LLP the Management Company and such Limited Partner or prospective limited partner otherwise agree, in connection with the formation of the Partnership, the offering of the Interests, the management and operation of the Partnership or any dispute that may arise between any Limited Partner, on one hand, and the General Partner Partner, the Management Company and/or the Partnership, on the other hand (the “"Partnership Legal Matters”"). The Subscriber will, if it wishes desires counsel on any Partnership Legal Matter, retain its own independent counsel with respect thereto and will pay all fees and expenses of such independent counsel. The Subscriber agrees that Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx may represent the General Partner Partner, the Management Company and/or the Partnership in connection with the formation of the Partnership and any and all other Partnership Legal Matters (including any dispute between the General Partner or the Management Company, on the one hand and the Subscriber or any other Partner, on the other), and the Subscriber hereby waives any conflicts arising in connection with the foregoing. The Subscriber acknowledges and agrees that (i) Xxxxxx Xxxxxxxx & Xxxxxxx LLP’s Xxxxx' representation of the General Partner is and the Management Company are limited to the specific matters with respect to which it has been retained and consulted by such Persons, (ii) there may exist other matters that could have a bearing on the Partnership, the Partnership’s investments's investments and portfolio companies, the General Partner Partner, the Management Company and/or their affiliates as to which Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx has been neither retained nor consulted, (iii) Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx does not undertake to monitor the compliance of the General Partner Partner, the Management Company and its their affiliates with the investment program and other investment guidelines and procedures set forth in the Offering Materials or Private Placement Memorandum, the Partnership Agreement and any other presentation or materials presented or provided to the Subscriber by or on behalf of the General Partner or the Management Company or other compliance matters, nor does Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx monitor compliance by the Partnership, the General Partner Partner, the Management Company and/or their affiliates with applicable laws, unless in each case Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx has been specifically retained to do so, (iv) Xxxxxx & Xxxxxxx LLP does not investigate or verify the accuracy and completeness of information set forth in the Offering Materials or any other materials concerning the Partnership, the General Partner or any of their respective affiliates and personnel or investments or otherwise and (v) Xxxxxx & Xxxxxxx LLP is not providing any advice, opinion, representation, warranty or other assurance of any kind as to any matter to any Limited Partner. Xxxxxx & Xxxxxxx LLP is entitled to rely on this provision as a third party beneficiary hereof.,

Partnership Advisers. The attorneys, accountants and other experts and agents who perform services for the General Partner may also perform services for the Partnership, the Parallel Fund and any other ECP III Fundsparallel fund, the Manager Parallel Fund General Partner, the Management Company and/or their respective affiliates. It is contemplated that any such dual representation, if commenced, will continue. The General Partner may, without the consent of any Limited Partner, execute on behalf of the Partnership any consent to the representation of the Partnership that counsel may request pursuant to the rules of professional conduct in the applicable jurisdiction. The General Partner has retained Xxxxxxxx & Xxxxx LLP (together with its affiliate, Xxxxxxxx & Xxxxx International LLP, “Xxxxxxxx & Xxxxx”) and Xxxxxx & Xxxxxxx LLP and Calder (“Xxxxxx”) in connection with the formation of the Partnership and may retain Xxxxxxxx & Xxxxx and Xxxxxx & Xxxxxxx LLP as legal counsel in connection with the management and operation of the Partnership, including, without limitation, making, holding and disposing of investments. Neither Xxxxxxxx & Xxxxx nor Xxxxxx & Xxxxxxx LLP will not represent the Subscriber or any other Limited Partner or prospective limited partner of the Partnership, unless the General Partner, Xxxxxx & Xxxxxxx LLP Partner and such Limited Partner or prospective limited partner otherwise agree, in connection with the formation of the Partnership, the offering of the Interests, the management and operation of the Partnership or any dispute that may arise between any Limited Partner, on one hand, and the General Partner and/or the Partnership, on the other hand (the “Partnership Legal Matters”). The Subscriber will, if it wishes counsel on any Partnership Legal Matter, retain its own independent counsel with respect thereto and will pay all fees and expenses of such independent counsel. The Subscriber agrees that Xxxxxxxx & Xxxxx and Xxxxxx & Xxxxxxx LLP may represent the General Partner and/or the Partnership in connection with the formation of the Partnership and any and all other Partnership Legal Matters (including any dispute between the General Partner and the Subscriber or any other Partner), and the Subscriber hereby waives any conflicts arising in connection with the foregoing. The Subscriber acknowledges and agrees that (i) Xxxxxx Xxxxxxxx & Xxxxxxx LLP’s Xxxxx’ and Xxxxxx’ representation of the General Partner is limited to the specific matters with respect to which it has they have been retained and consulted by such Persons, (ii) there may exist other matters that could have a bearing on the Partnership, the Partnership’s investmentsinvestments and portfolio companies, the General Partner and/or their affiliates as to which Xxxxxxxx & Xxxxx and Xxxxxx & Xxxxxxx LLP has have been neither retained nor consulted, (iii) neither Xxxxxxxx & Xxxxx nor Xxxxxx & Xxxxxxx LLP does not undertake undertakes to monitor the compliance of the General Partner and its affiliates with the investment program and other investment guidelines and procedures set forth in the Offering Materials or Private Placement Memorandum, the Partnership Agreement and any other presentation or materials presented or provided to the Subscriber by or on behalf of the General Partner or other compliance matters, nor does Xxxxxxxx & Xxxxx or Xxxxxx & Xxxxxxx LLP monitor compliance by the Partnership, the General Partner and/or their affiliates with applicable laws, unless in each case Xxxxxxxx & Xxxxx or Xxxxxx & Xxxxxxx LLP has been specifically retained to do so, (iv) neither Xxxxxxxx & Xxxxx nor Xxxxxx & Xxxxxxx LLP does not investigate investigates or verify verifies the accuracy and completeness of information set forth in the Offering Materials or any other materials concerning the Partnership, the General Partner or any of their respective affiliates and personnel or investments or otherwise and (v) Xxxxxx & Xxxxxxx LLP is not providing any advice, opinion, representation, warranty or other assurance of any kind as to any matter to any Limited Partner. Xxxxxx & Xxxxxxx LLP is entitled to rely on this provision as a third party beneficiary hereof.portfolio companies and

Partnership Advisers. The attorneys, accountants and other experts and agents who perform services for the General Partner may also perform services for the Partnership, the other ECP III Fundsany Parallel Investment Fund, the Manager Management Company and/or their respective affiliates. It is contemplated that any such dual representation, if commenced, will continue. The General Partner may, without the consent of any Limited Partner, execute on behalf of the Partnership Partriership any consent to the representation of the Partnership that counsel may request pursuant to the rules of professional conduct in the applicable jurisdiction. The General Partner has retained Xxxxxxxxx Xxxxxxx, LLP ("GT") and Xxxxxx & Xxxxxxx LLP and Xxxxxx ("Xxxxxx") (as to matters of Cayman Islands law only) in connection with the formation of the Partnership and may retain GT and/or Xxxxxx & Xxxxxxx LLP as legal counsel in connection with the management and operation of the Partnership, including, without limitation, making, holding and disposing of investments. Neither GT nor Xxxxxx & Xxxxxxx LLP will not represent the Subscriber or any other Limited Partner or prospective limited partner of the Partnership, unless the General Partner, Xxxxxx & Xxxxxxx LLP Partner and such Limited Partner or prospective limited partner otherwise agree, ;' in connection with the formation of the Partnership, the offering of the Interests, the management and operation of the Partnership or any dispute that may arise between any Limited Partner, on the one hand, and the General Partner and/or the Partnership, Partnership on the other hand (the “Partnership "Partnership. Legal Matters”"). The If the Subscriber will, if it wishes counsel on any Partnership Legal Matter, the Subscriber will retain its own independent counsel with respect thereto and will pay all fees and expenses of such independent counsel. The Subscriber agrees that GT and/or Xxxxxx & Xxxxxxx LLP may represent the General Partner and/or the Partnership in connection with the formation of the Partnership and any and all other Partnership Legal Matters (including including, without limitation, any dispute between the General Partner and the Subscriber or any other Partner), and the Subscriber hereby waives any conflicts arising in connection with the foregoing. The Subscriber acknowledges and agrees that (i) Xxxxxx & Xxxxxxx LLP’s GT's and Xxxxxx' representation of the General Partner is limited to the specific matters with respect to which it has they have been retained and consulted by such Personspersons, (ii) there may exist other matters that could have a bearing on the Partnership, the Partnership’s investments's investments and portfolio companies, the General Partner and/or their affiliates as to which GT or Xxxxxx & Xxxxxxx LLP has been neither retained nor consulted, (iii) neither GT nor Xxxxxx & Xxxxxxx LLP does not undertake undertakes to monitor the compliance of the General Partner and its affiliates with the investment program and other investment guidelines and procedures set forth in the Offering Materials or any other presentation or materials presented or provided to Private Placement Memorandum and the Subscriber by or on behalf of the General Partner or other compliance mattersPartnership Agreement, nor does GT or Xxxxxx & Xxxxxxx LLP monitor compliance by the Partnership, the General Partner and/or their affiliates with applicable laws, unless in each case GT or Xxxxxx & Xxxxxxx LLP has been specifically retained to do so, (iv) neither GT nor Xxxxxx & Xxxxxxx LLP does not investigate investigates or verify verifies the accuracy and completeness of information set forth in the Offering Materials or any other materials Private Placement Memorandum concerning the Partnership, the General Partner or any of their respective affiliates and personnel or investments or otherwise portfolio companies and (v) except for any opinions specifically set forth in a signed opinion letter issued by GT or Xxxxxx, XX and Xxxxxx & Xxxxxxx LLP is are not providing any advice, opinion, representation, warranty or other assurance of any kind as to any matter to any Limited Partner. Xxxxxx & Xxxxxxx LLP is entitled to rely on this provision as a third party beneficiary hereoflimited partner of the Partnership.

Partnership Advisers. The attorneys, accountants and other experts and agents who perform services for the General Partner may also perform services for the Partnership, the other ECP III FundsParallel Fund, any Feeder Fund, the Parallel Fund General Partner, the Investment Manager and/or any of their respective affiliates. It is contemplated that any such dual representation, if commenced, will continue. The General Partner may, without the consent of any Limited Partner, execute on behalf of the Partnership any consent to the representation of the Partnership that counsel may request pursuant to the rules of professional conduct in the applicable jurisdiction. The General Partner has retained Xxxxxx Xxxxxxxx & Xxxxxxx Xxxxx LLP (together with its affiliate, Xxxxxxxx & Xxxxx International LLP, "Xxxxxxxx & Xxxxx") in connection with the formation of the Partnership and may retain Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx as legal counsel in connection with the management and operation of the Partnership, including, without limitation, making, holding and disposing of investments. Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx will not represent the Subscriber or any other Limited Partner or prospective limited partner of the Partnership, unless the General Partner, Xxxxxx & Xxxxxxx LLP Partner and such Limited Partner or prospective limited partner otherwise agree, in connection with the formation of the Partnership, the offering of the Interests, the management and operation of the Partnership or any dispute that may arise between any Limited Partner, on one hand, and the General Partner and/or the Partnership, on the other hand (the “"Partnership Legal Matters”"). The Subscriber will, if it wishes counsel on any Partnership Legal Matter, retain its own independent counsel with respect thereto and will pay all fees and expenses of such independent counsel. The Subscriber agrees that Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx may represent the General Partner and/or the Partnership in connection with the formation of the Partnership and any and all other Partnership Legal Matters (including any dispute between the General Partner and the Subscriber or any other Partner), and the Subscriber hereby waives any conflicts arising in connection with the foregoing. The Subscriber acknowledges and agrees that (i) Xxxxxx Xxxxxxxx & Xxxxxxx LLP’s Xxxxx' representation of the General Partner is limited to the specific matters with respect to which it has been retained and consulted by such Persons, (ii) there may exist other matters that could have a bearing on the Partnership, the Partnership’s investments's investments and portfolio companies, the General Partner and/or their affiliates as to which Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx has been neither retained nor consulted, (iii) Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx does not undertake to monitor the compliance of the General Partner and its affiliates with the investment program and other investment guidelines and procedures set forth in the Offering Materials or Private Placement Memorandum, the Partnership Agreement and any other presentation or materials presented or provided to the Subscriber by or on behalf of the General Partner or other compliance matters, nor does Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx monitor compliance by the Partnership, the General Partner and/or their affiliates with applicable laws, unless in each case Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx has been specifically retained to do so, (iv) Xxxxxx Xxxxxxxx & Xxxxxxx LLP Xxxxx does not investigate or verify the accuracy and completeness of information set forth in the Offering Materials or any other materials concerning the Partnership, the General Partner or any of their respective affiliates and personnel or investments or otherwise and (v) Xxxxxx & Xxxxxxx LLP is not providing any advice, opinion, representation, warranty or other assurance of any kind as to any matter to any Limited Partner. Xxxxxx & Xxxxxxx LLP is entitled to rely on this provision as a third party beneficiary hereof.portfolio companies and