Common use of Required Withdrawals Clause in Contracts

Required Withdrawals. (a) A Limited Partner may be required to withdraw from the Partnership in whole or in part if in the reasonable judgment of the General Partner: (i) (a) all or any portion of the assets of the Partnership may be characterized as assets of a Plan for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdiction; (iii) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio Entity, Investment or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited Partner’s continued interest in the Partnership. (b) Withdrawals pursuant to this Section 8.5 will be effected by the Partnership’s purchase of such Limited Partner’s Units (or a portion thereof, as applicable) at the Net Asset Value of such Units at the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this Section 8.5. (c) Unless the General Partner determines otherwise in its sole discretion, the effective date of any withdrawal pursuant to this Section 8.5 shall be the last day of the month in which notice of such withdrawal was given pursuant to this Section 8.5.

Required Withdrawals. (a) A Limited Partner may be required to withdraw from the Partnership (in whole or in part part) from the Partnership if in the reasonable judgment of the General Partner: (i) (a) all or any portion of the assets of the Partnership may are reasonably likely to be characterized as assets of a Plan any plan, account or arrangement for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law, whether or not such Limited Partner is subject to ERISA, the Code or any Similar Law without such withdrawal or (b) the General Partner (or other Persons responsible for the operation of the Partnership and/or investment of the Partnership’s assets) may be considered a fiduciary with respect to any Limited Partner, for purposes of ERISA, Section 4975 of the Code or any applicable Similar Law; (ii) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act or any other securities laws of any jurisdictionAct; (iii) a significant delay, extraordinary expense or a material adverse effect on the Partnership or any of its Affiliates, any Partners, any Portfolio Entity, Investment Entity in which the Partnership holds Investments or any prospective investment is likely to result; provided, that any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation or covenant made by such Limited Partner to the Partnership or the General Partner arising out of or relating to such withdrawal; or (iv) in the General Partner’s sole and absolute discretion, a violation of or non-compliance with any law, rule or regulation (which may include any anti-money laundering or anti-terrorist financing laws, rules, regulations, directives or special measures) applicable to the Partnership (including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Money Laundering Abatement and the Anti-Terrorist Financing Act of 2001 and FATCA) or any material adverse effect on the Partnership or any Partner is likely to result from such Limited Partner’s continued interest Interest in the PartnershipPartnership (including with respect to any BHC Partner, (a) Section 4 of the BHC Act or Section 10 of the HOLA, as the case may be, or the rules, regulations and written governmental interpretations relating thereto (without regard to Section 4(k) of the BHC Act or Section 10(c)(9) of the HOLA), and (b) any law or regulation applicable to BHC Partners in the future that was not applicable immediately prior to the closing of such BHC Partner’s investment in the Fund; and including in the case of a Xxxxxxx Partner, the Xxxxxxx Rule). (b) Withdrawals pursuant to this Section 8.5 8.6 will be effected by the Partnership’s purchase of such Limited Partner’s Units (or Interest in the Partnership at a portion thereof, as applicable) at price equal to the Net Asset Appraised Value of such Units at and for the time of withdrawal. No consent of, or execution of any document by, such Limited Partner shall be needed to effect the purchase of the Units pursuant to this consideration permitted by Section 8.58.7(b). (c) Unless If appropriate, the General Partner determines otherwise shall apply this Section 8.6 with respect to a Limited Partner who has made a Several Interest Election to the portion of such Limited Partner’s Interest to which such withdrawal applies. (d) The General Partner may, in its sole discretion, permit an existing Limited Partner to redeem its Interests in the effective date of Partnership to facilitate such Limited Partner’s participation in any withdrawal pursuant Parallel Vehicle and, in connection therewith, may distribute to this Section 8.5 shall be the last day Limited Partner such Limited Partner’s proportionate share of the month Investments of the Partnership (or accept such investments from the Parallel Vehicle and deem them so distributed) so that such Limited Partner may transfer to the Parallel Vehicle its proportionate share of the Investments of the Partnership, and to take any other necessary action to consummate the foregoing; provided, that the foregoing transfer shall not be permitted if it would result in which notice a material adverse effect on the Interests of such withdrawal was given pursuant to this Section 8.5the other Limited Partners.