Reserves. (a) The General Partner may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners for contingent liabilities, if any, as of the date any contingent liability becomes known to the General Partner, the reserves to be in the amounts that the General Partner in its sole discretion deems necessary or appropriate. The General Partner may increase or reduce any reserves from time to time by amounts as it in its sole discretion deems necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons who or that are Partners at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units of all of those Partners, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons who or that were Partners at the time, as determined by the General Partner in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts. (b) If any amount is required by Section 5.5(a) of this Agreement to be charged or credited to a Person who or that is no longer a Partner, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines that the charge or credit is required. In the case of a charge, the former Partner will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b), to the Partnership on demand, except that (1) in no event will a former Partner be obligated to make a payment exceeding the amount of the Partner’s Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person ceased to be a Partner. To the extent that a former Partner fails to pay to the Partnership, in full, any amount required to be charged to the former Partner under Section 5.5(a) of this Agreement, the deficiency will be charged proportionately to the Capital Accounts of the Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partners.
Appears in 25 contracts
Samples: Agreement of Limited Partnership (Hatteras Core Alternatives Fund, L.P.), Limited Partnership Agreement (Hatteras Core Alternatives TEI Institutional Fund, L.P.), Limited Partnership Agreement (Hatteras Core Alternatives TEI Fund, L.P.)
Reserves. (a) The General Partner Appropriate reserves may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners Members for contingent liabilities, if any, as of the date any such contingent liability becomes known to the General Partner, Manager or the Board. Such reserves to will be in the amounts that the General Partner Board, in its sole discretion discretion, deems necessary or appropriate. The General Partner Board may increase or reduce any such reserves from time to time by such amounts as it the Board, in its sole discretion discretion, deems necessary or appropriate. The amount of any such reserve, or any increase or decrease in a reservetherein, will shall be proportionately charged or credited credited, as appropriate, to the Capital Accounts of those Persons parties who or that are Partners Members at the time the when such reserve is created, or increased or decreased, except that if any such individual reserve item, adjusted by any increase in the itemtherein, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partnerssuch Members, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, instead be charged or credited to the Capital Accounts of those Persons parties who or that were Partners Members at the time, as determined by the General Partner Board in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital AccountsAccounts at that time.
(b) If at any time an amount is required paid or received by Section 5.5(a) of this Agreement to be charged the Company or credited to a Person who or that is no longer a Partner, by the amount will be paid by or Master Fund and allocated to the party, in cash, with interest from Company (other than contributions to the date on which the General Partner determines that the charge or credit is required. In the case of a charge, the former Partner will be obligated to pay as a Capital Contribution the amount capital of the chargeCompany or the Master Fund, plus interest as provided distributions or repurchases of Interests (or interests in this Section 5.5(b), to the Partnership on demand, except that (Master Fund) or portions thereof) and such amount exceeds the lesser of $500,000 or 1) in no event will a former Partner be obligated to make a payment exceeding the amount % of the Partner’s Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration aggregate value of three years from the date on which the Person ceased to be a Partner. To the extent that a former Partner fails to pay to the Partnership, in full, any amount required to be charged to the former Partner under Section 5.5(a) of this Agreement, the deficiency will be charged proportionately to the Capital Accounts of the Partners all Members at the time of payment or receipt and such amount was not accrued or reserved for but would nevertheless, in accordance with the act Company’s accounting practices, be treated as applicable to one or omission giving rise more prior Fiscal Periods, then such amount shall be proportionately charged or credited, as appropriate, to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partnersthose parties who were Members during such prior Fiscal Period or Periods.
Appears in 13 contracts
Samples: Limited Liability Company Agreement (PNC Absolute Return Fund LLC), Limited Liability Company Agreement (PNC Alternative Strategies Fund LLC), Limited Liability Company Agreement (PNC Long-Short Fund LLC)
Reserves. (a) The General Partner may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners for contingent liabilities, if any, as of the date any contingent liability becomes known to the General Partner, the reserves to be in the amounts that the General Partner in its sole discretion deems necessary or appropriate. The General Partner may increase or reduce any reserves from time to time by amounts as it in its sole discretion deems necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons who or that are Partners at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partners, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons who or that were Partners at the time, as determined by the General Partner in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(a5.7(a) of this Agreement to be charged or credited to a Person who or that is no longer a Partner, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines that the charge or credit is required. In the case of a charge, the former Partner will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b5.7(b), to the Partnership on demand, except that (1) in no event will a former Partner be obligated to make a payment exceeding the amount of the Partner’s 's Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person ceased to be a Partner. To the extent that a former Partner fails to pay to the Partnership, in full, any amount required to be charged to the former Partner under Section 5.5(a5.7(a) of this Agreement, the deficiency will be charged proportionately to the Capital Accounts of the Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partners.
Appears in 8 contracts
Samples: Limited Partnership Agreement (Hatteras Multi-Strategy Fund II, L.P.), Limited Partnership Agreement (Hatteras Multi-Strategy TEI Institutional Fund, L.P.), Limited Partnership Agreement (Morgan Stanley Institutional Fund of Hedge Funds Lp)
Reserves. (a) The General Partner may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners for contingent liabilities, if any, as of the date any contingent liability becomes known to the General Partner, the reserves to be in the amounts that the General Partner in its sole discretion deems necessary or appropriate. The General Partner may increase or reduce any reserves from time to time by amounts as it in its sole discretion deems necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons who or that are Partners at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partners, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons who or that were Partners at the time, as determined by the General Partner in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(a5.6(a) of this Agreement to be charged or credited to a Person who or that is no longer a Partner, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines that the charge or credit is required. In the case of a charge, the former Partner will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b5.6(b), to the Partnership on demand, except that (1) in no event will a former Partner be obligated to make a payment exceeding the amount of the Partner’s Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person ceased to be a Partner. To the extent that a former Partner fails to pay to the Partnership, in full, any amount required to be charged to the former Partner under Section 5.5(a5.6(a) of this Agreement, the deficiency will be charged proportionately to the Capital Accounts of the Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partners.
Appears in 3 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (PMF TEI Fund, L.P.), Limited Partnership Agreement (PMF Fund, L.P.)
Reserves. (a) The General Partner Appropriate reserves may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners Members for contingent liabilities, if any, as of the date any such contingent liability becomes known to the General PartnerBoard or the Advisor, the such reserves to be in the amounts that which the General Partner Board in its sole discretion deems deem necessary or appropriate. The General Partner Board may increase or reduce any such reserves from time to time by such amounts as it in its sole discretion deems necessary or appropriate. The amount of any such reserve, or any increase or decrease in a reservetherein, will shall be proportionately charged or credited credited, as appropriate, to the Capital Accounts of those Persons parties who or that are Partners Members at the time the when such reserve is created, or increased or decreased, except as the case may be; provided, however, that if any such individual reserve item, adjusted by any increase in the itemtherein, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partnerssuch Members, then the amount of the such reserve, increase increase, or decrease may instead, at the discretion of the General PartnerBoard, be charged or credited to the Capital Accounts of those Persons parties who or that were Partners Members at the time, as determined by the General Partner Board in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(a5.6(a) of this Agreement to be charged or credited to a Person party who or that is no longer a PartnerMember, the such amount will shall be paid by or to such party, as the partycase may be, in cash, with interest from the date on which the General Partner Board determines that the such charge or credit is required. In the case of a charge, the former Partner will Member shall be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b)above, to the Partnership Fund on demand; provided, except however, that (1i) in no event will shall a former Partner Member be obligated to make a payment exceeding the amount of the Partner’s such Member's Capital Account at the time to which the charge relates relates; and (2ii) no such demand will shall be made after the expiration of three years from the date on which the Person such party ceased to be a PartnerMember. To the extent that a former Partner Member fails to pay to the PartnershipFund, in full, any amount required to be charged to the such former Partner under Section 5.5(a) of this AgreementMember pursuant to paragraph (a), the deficiency will shall be charged proportionately to the Capital Accounts of the Partners Members at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current PartnersMembers.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Gam Avalon Multi-Global LLC), Limited Liability Company Agreement (Gam Avalon Multi Market Neutral LLC), Limited Liability Company Agreement (Gam Avalon Multi Us LLC)
Reserves. (a) The General Partner Appropriate reserves may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners for contingent liabilities, if any, as of the date any such contingent liability becomes known to the General Partner, the such reserves to be in the amounts that which the General Partner in its sole discretion deems deem necessary or appropriate. The General Partner may increase or reduce any such reserves from time to time by such amounts as it in its sole discretion deems necessary or appropriate. The amount of any such reserve, or any increase or decrease in a reservetherein, will shall be proportionately charged or credited credited, as appropriate, to the Capital Accounts of those Persons parties who or that are Partners at the time the when such reserve is created, or increased or decreased, except as the case may be; provided, however, that if any such individual reserve item, adjusted by any increase in the itemtherein, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those such Partners, then the amount of the such reserve, increase increase, or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons parties who or that were Partners at the time, as determined by the General Partner in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(a5.6(a) of this Agreement to be charged or credited to a Person party who or that is no longer a Partner, the such amount will shall be paid by or to such party, as the partycase may be, in cash, with interest from the date on which the General Partner determines that the such charge or credit is required. In the case of a charge, the former Partner will shall be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b)above, to the Partnership Fund on demand; provided, except however, that (1i) in no event will shall a former Partner be obligated to make a payment exceeding the amount of the such Partner’s 's Capital Account at the time to which the charge relates relates; and (2ii) no such demand will shall be made after the expiration of three years from the date on which the Person such party ceased to be a Partner. To the extent that a former Partner fails to pay to the PartnershipFund, in full, any amount required to be charged to the such former Partner under Section 5.5(a) of this Agreementpursuant to paragraph (a), the deficiency will shall be charged proportionately to the Capital Accounts of the Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partners.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Gam Avalon Multi-Global Lp), Limited Partnership Agreement (Gam Avalon Multi-Europe Lp), Limited Partnership Agreement (Gam Avalon Multi Technology Lp)
Reserves. (a) The General Partner may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners for contingent liabilities, if any, as of the date any contingent liability becomes known to the General Partner, the reserves to be in the amounts that the General Partner in its sole discretion deems necessary or appropriate. The General Partner may increase or reduce any reserves from time to time by amounts as it in its sole discretion deems necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons who or that are Partners at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partners, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons who or that were Partners at the time, as determined by the General Partner in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(a5.7(a) of this Agreement to be charged or credited to a Person who or that is no longer a Partner, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines that the charge or credit is required. In the case of a charge, the former Partner will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b5.7(b), to the Partnership on demand, except that (1) in no event will a former Partner be obligated to make a payment exceeding the amount of the Partner’s Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person ceased to be a Partner. To the extent that a former Partner fails to pay to the Partnership, in full, any amount required to be charged to the former Partner under Section 5.5(a5.7(a) of this Agreement, the deficiency will be charged proportionately to the Capital Accounts of the Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partners.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Morgan Stanley Institutional Fund of Hedge Funds II LP), Limited Partnership Agreement (Morgan Stanley Institutional Fund of Hedge Funds Lp), Limited Partnership Agreement (Morgan Stanley Institutional Fund of Hedge Funds II LP)
Reserves. (a) The General Partner Trustees may cause appropriate reserves to be created, accrued and charged by the Partnership Trust against Net Assets and proportionately against the Capital Accounts of the Partners Shareholders for contingent liabilities, if any, as of the date any contingent liability becomes known to the General PartnerTrust, the reserves to be in the amounts that the General Partner Trustees in its their sole discretion deems deem necessary or appropriate. The General Partner Trustees may increase or reduce any reserves from time to time by amounts as it they in its their sole discretion deems deem necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons who or that are Partners Shareholders at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those PartnersShareholders, then the amount of the reserve, increase or decrease may instead, at the discretion of the General PartnerTrustees, be charged or credited to the Capital Accounts of those Persons who or that were Partners Shareholders at the time, as determined by the General Partner Trustees in its their sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(a7.6(a) of this Agreement Declaration to be charged or credited to a Person who or that is no longer a PartnerShareholder, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines Trustees determine that the charge or credit is required. In the case of a charge, the former Partner Shareholder will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b7.6(b), to the Partnership Trust on demand, except that (1) in no event will a former Partner Shareholder be obligated to make a payment exceeding the amount of the PartnerShareholder’s Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person ceased to be a PartnerShareholder. To the extent that a former Partner Shareholder fails to pay to the PartnershipTrust, in full, any amount required to be charged to the former Partner Shareholder under Section 5.5(a7.6(a) of this AgreementDeclaration, the deficiency will be charged proportionately to the Capital Accounts of the Partners Shareholders at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current PartnersShareholders.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Alternative Investment Partners Absolute Return Fund STS), Agreement and Declaration of Trust (Alternative Investment Partners Absolute Return Fund)
Reserves. (a) The General Partner Appropriate reserves may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners Members for contingent liabilities, if any, as of the date any such contingent liability becomes known to the General PartnerInvestment Manager or the Board of Directors, the such reserves to be in the amounts that the General Partner Board of Directors in its sole discretion deems necessary or appropriate. The General Partner Board of Directors may increase or reduce any such reserves from time to time by such amounts as it the Board of Directors in its sole discretion deems necessary or appropriate. The amount of any such reserve, or any increase or decrease in a reservetherein, will shall be proportionately charged or credited credited, as appropriate, to the Capital Accounts of those Persons parties who or that are Partners Members at the time the when such reserve is created, or increased or decreased, except as the case may be; provided, however, that if any such individual reserve item, adjusted by any increase in the itemtherein, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partnerssuch Members, then the amount of the such reserve, increase increase, or decrease may instead, at the discretion of the General Partner, shall instead be charged or credited to the Capital Accounts of those Persons parties who or that were Partners Members at the time, as determined by the General Partner Board of Directors in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital AccountsAccounts at that time.
(b) If at any time an amount is paid or received by the Company (other than contributions to the capital of the Company, distributions or repurchases of Units or portions thereof) and such amount exceeds the lesser of $500,000 or 1% of the aggregate value of the Capital Accounts of all Members at the time of payment or receipt and such amount was not accrued or reserved for but would nevertheless, in accordance with the Company's accounting practices, be treated as applicable to one or more prior Allocation Periods, then such amount shall be proportionately charged or credited, as appropriate, to those parties who were Members during such prior Allocation Period or Periods.
(c) If any amount is required by Section 5.5(aparagraph (a) or (b) of this Agreement Section 5.6 to be charged or credited to a Person party who or that is no longer a PartnerMember, the such amount will shall be paid by or to such party, as the partycase may be, in cash, with interest from the date on which the General Partner Board of Directors determines that the such charge or credit is required. In the case of a charge, the former Partner will Member shall be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b)above, to the Partnership Company on demand; provided, except however, that (1i) in no event will shall a former Partner Member be obligated to make a payment exceeding the amount of the Partner’s such Member's Capital Account at the time to which the charge relates relates; and (2ii) no such demand will shall be made after the expiration of three years from since the date on which the Person such party ceased to be a PartnerMember. To the extent that a former Partner Member fails to pay to the PartnershipCompany, in full, any amount required to be charged to such former Member pursuant to paragraph (a) or (b), whether due to the former Partner under Section 5.5(a) expiration of this Agreementthe applicable limitation period or for any other reason whatsoever, the deficiency will shall be charged proportionately to the Capital Accounts of the Partners Members at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current PartnersMembers.
Appears in 2 contracts
Samples: Operating Agreement (Acp Continuum Return Fund Ii LLC), Operating Agreement (Acp Strategic Opportunities Fund Ii LLC)
Reserves. (a) The General Partner may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners for contingent liabilities, if any, as of the date any contingent liability becomes known to the General Partner, the reserves to be in the amounts that the General Partner in its sole discretion deems necessary or appropriate. The General Partner may increase or reduce any reserves from time to time by amounts as it in its sole discretion deems necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons who or that are Partners at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partners, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons who or that were Partners at the time, as determined by the General Partner in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(a) 5.7 of this Agreement to be charged or credited to a Person who or that is no longer a Partner, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines that the charge or credit is required. In the case of a charge, the former Partner will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b)5.7, to the Partnership on demand, except that (1) in no event will a former Partner be obligated to make a payment exceeding the amount of the Partner’s 's Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person ceased to be a Partner. To the extent that a former Partner fails to pay to the Partnership, in full, any amount required to be charged to the former Partner under Section 5.5(a) 5.7 of this Agreement, the deficiency will be charged proportionately to the Capital Accounts of the Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partners.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Endowment Master Fund L P), Limited Partnership Agreement (Endowment Master Fund L P)
Reserves. (a) The General Partner may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners for contingent liabilities, if any, as of the date any contingent liability becomes known to the General Partner, the reserves to be in the amounts that the General Partner in its sole discretion deems necessary or appropriate. The General Partner may increase or reduce any reserves from time to time by amounts as it in its sole discretion deems necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons who or that are Partners at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partners, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons who or that were Partners at the time, as determined by the General Partner in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(aSECTION 5.7(A) of this Agreement to be charged or credited to a Person who or that is no longer a Partner, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines that the charge or credit is required. In the case of a charge, the former Partner will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(bSECTION 5.7(B), to the Partnership on demand, except that (1) in no event will a former Partner be obligated to make a payment exceeding the amount of the Partner’s 's Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person ceased to be a Partner. To the extent that a former Partner fails to pay to the Partnership, in full, any amount required to be charged to the former Partner under Section 5.5(aSECTION 5.7(A) of this Agreement, the deficiency will be charged proportionately to the Capital Accounts of the Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partners.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Hatteras Multi-Strategy TEI Fund, L.P.), Limited Partnership Agreement (Hatteras Multi-Strategy Fund I, L.P.)
Reserves. (a) The General Partner may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners for contingent liabilities, if any, as of the date any contingent liability becomes known to the General Partner, the reserves to be in the amounts that the General Partner in its sole discretion deems necessary or appropriate. The General Partner may increase or reduce any reserves from time to time by amounts as it in its sole discretion deems necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons who or that are Partners at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partners, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons who or that were Partners at the time, as determined by the General Partner in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(aSECTION 5.7(A) of this Agreement to be charged or credited to a Person who or that is no longer a Partner, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines that the charge or credit is required. In the case of a charge, the former Partner will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(bSECTION 5.7(B), to the Partnership on demand, except that (1) in no event will a former Partner be obligated to make a payment exceeding the amount of the Partner’s Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person ceased to be a Partner. To the extent that a former Partner fails to pay to the Partnership, in full, any amount required to be charged to the former Partner under Section 5.5(a) SECTION 5.7 of this Agreement, the deficiency will be charged proportionately to the Capital Accounts of the Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hatteras Master Fund, L.P.)
Reserves. (a) The General Partner may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners for contingent liabilities, if any, as of the date any contingent liability becomes known to the General Partner, the reserves to be in the amounts that the General Partner in its sole discretion deems necessary or appropriate. The General Partner may increase or reduce any reserves from time to time by amounts as it in its sole discretion deems necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons who or that are Partners at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partners, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons who or that were Partners at the time, as determined by the General Partner in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(a) 5.7 of this Agreement to be charged or credited to a Person who or that is no longer a Partner, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines that the charge or credit is required. In the case of a charge, the former Partner will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b)5.7, to the Partnership on demand, except that (1) in no event will a former Partner be obligated to make a payment exceeding the amount of the Partner’s Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person ceased to be a Partner. To the extent that a former Partner fails to pay to the Partnership, in full, any amount required to be charged to the former Partner under Section 5.5(a) 5.7 of this Agreement, the deficiency will be charged proportionately to the Capital Accounts of the Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Endowment Master Fund L P)
Reserves. (a) The General Partner Trustees may cause appropriate reserves to be created, accrued and charged by the Partnership Trust against Net Assets and proportionately against the Capital Accounts of the Partners Unitholders for contingent liabilities, if any, as of the date any contingent liability becomes known to the General PartnerTrust, the reserves to be in the amounts that the General Partner Trustees in its their sole discretion deems deem necessary or appropriate. The General Partner Trustees may increase or reduce any reserves from time to time by amounts as it they in its their sole discretion deems deem necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons persons who or that are Partners Unitholders at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those PartnersUnitholders, then the amount of the reserve, increase or decrease may instead, at the discretion of the General PartnerTrustees, be charged or credited to the Capital Accounts of those Persons persons who or that were Partners Unitholders at the time, as determined by the General Partner Trustees in its their sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(a7.6(a) of this Agreement hereof to be charged or credited to a Person person who or that is no longer a PartnerUnitholder, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines Trustees determine that the charge or credit is required. In the case of a charge, the former Partner Unitholder will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b7.6(b), to the Partnership Trust on demand, except that (1) in no event will a former Partner Unitholder be obligated to make a payment exceeding the amount of the PartnerUnitholder’s Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person person ceased to be a PartnerUnitholder. To the extent that a former Partner Unitholder fails to pay to the PartnershipTrust, in full, any amount required to be charged to the former Partner Unitholder under Section 5.5(a7.6(a) of this Agreementhereof, the deficiency will be charged proportionately to the Capital Accounts of the Partners Unitholders at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current PartnersUnitholders.
Appears in 1 contract
Samples: Trust Agreement (FSI Low Beta Absolute Return Fund, TEI)
Reserves. (a) The General Partner may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners for contingent liabilities, if any, as of the date any contingent liability becomes known to the General Partner, the reserves to be in the amounts that the General Partner in its sole discretion deems necessary or appropriate. The General Partner may increase or reduce any reserves from time to time by amounts as it in its sole discretion deems necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons who or that are Partners at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partners, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons who or that were Partners at the time, as determined by the General Partner in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(aSECTION 5.7(A) of this Agreement to be charged or credited to a Person who or that is no longer a Partner, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines that the charge or credit is required. In the case of a charge, the former Partner will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(bSECTION 5.7(B), to the Partnership on demand, except that (1) in no event will a former Partner be obligated to make a payment exceeding the amount of the Partner’s 's Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person ceased to be a Partner. To the extent that a former Partner fails to pay to the Partnership, in full, any amount required to be charged to the former Partner under Section 5.5(a) SECTION 5.7 of this Agreement, the deficiency will be charged proportionately to the Capital Accounts of the Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hatteras Master Fund, L.P.)
Reserves. (a) The General Partner may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Partners for contingent liabilities, if any, as of the date any contingent liability becomes known to the General Partner, the reserves to be in the amounts that the General Partner in its sole discretion deems necessary or appropriate. The General Partner may increase or reduce any reserves from time to time by amounts as it in its sole discretion deems necessary or appropriate. The amount of any reserve, or any increase or decrease in a reserve, will be proportionately charged or credited to the Capital Accounts of those Persons who or that are Partners at the time the reserve is created, or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, exceeds the lesser of $500,000 or 1% of the aggregate value of the Units Capital Accounts of all of those Partners, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons who or that were Partners at the time, as determined by the General Partner in its sole discretion, of the act or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital Accounts.
(b) If any amount is required by Section 5.5(a5.7(a) of this Agreement to be charged or credited to a Person who or that is no longer a Partner, the amount will be paid by or to the party, in cash, with interest from the date on which the General Partner determines that the charge or credit is required. In the case of a charge, the former Partner will be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b5.7(b), to the Partnership on demand, except that (1) in no event will a former Partner be obligated to make a payment exceeding the amount of the Partner’s 's Capital Account at the time to which the charge relates and (2) no demand will be made after the expiration of three years from the date on which the Person ceased to be a Partner. To the extent that a former Partner fails to pay to the Partnership, in full, any amount required to be charged to the former Partner under Section 5.5(a) 5.7 of this Agreement, the deficiency will be charged proportionately to the Capital Accounts of the Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hatteras Master Fund, L.P.)
Reserves. (a) The General Partner Appropriate reserves may cause appropriate reserves to be created, accrued and charged by the Partnership against Net Assets and proportionately against the Capital Accounts of the Limited Partners for contingent liabilities, if any, as of the date any such contingent liability becomes known to the Adviser or the Individual General PartnerPartners, the such reserves to be in the amounts that which the Individual General Partner Partners in its their sole discretion deems deem necessary or appropriate. The Individual General Partner Partners may increase or reduce any such reserves from time to time by such amounts as it the Individual General Partners in its their sole discretion deems deem necessary or appropriate. The amount of any reserve, such
(b) If at any time an amount is paid or any increase or decrease in a reserve, will be proportionately charged or credited received by the Partnership (other than contributions to the Capital Accounts capital of those Persons who the Partnership, distributions or that are Partners at the time the reserve is created, repurchases of Interests or increased or decreased, except that if any individual reserve item, adjusted by any increase in the item, portions thereof) and such amount exceeds the lesser of $500,000 or 1% of the aggregate value of the Units of all of those Partners, then the amount of the reserve, increase or decrease may instead, at the discretion of the General Partner, be charged or credited to the Capital Accounts of those Persons who or that were all Limited Partners at the timetime of payment or receipt and such amount was not accrued or reserved for but would nevertheless, in accordance with the Partnership's accounting practices, be treated as applicable to one or more prior Fiscal Periods, then such amount shall be proportionately charged or credited, as determined by the General Partner in its sole discretionappropriate, of the act to those parties who were Limited Partners during such prior Fiscal Period or omission giving rise to the contingent liability for which the reserve was established, increased or decreased in proportion to their Capital AccountsPeriods.
(bc) If any amount is required by Section 5.5(aparagraph (a) or (b) of this Agreement Section 5.7 to be charged or credited to a Person party who or that is no longer a Limited Partner, the such amount will shall be paid by or to such party, as the partycase may be, in cash, with interest from the date on which the Individual General Partner determines Partners determine that the such charge or credit is required. In the case of a charge, the former Limited Partner will shall be obligated to pay as a Capital Contribution the amount of the charge, plus interest as provided in this Section 5.5(b)above, to the Partnership on demand; provided, except however, that (1i) in no event will shall a former Partner be obligated to make a payment exceeding the amount of the such Partner’s 's Capital Account at the time to which the charge relates relates; and (2ii) no such demand will shall be made after the expiration of three years from since the date on which the Person such party ceased to be a Partner. To the extent that a former Limited Partner fails to pay to the Partnership, in full, any amount required to be charged to the such former Partner under Section 5.5(apursuant to paragraph (a) or (b), whether due to the expiration of this Agreementthe applicable limitation period or for any other reason whatsoever, the deficiency will shall be charged proportionately to the Capital Accounts of the Limited Partners at the time of the act or omission giving rise to the charge to the extent feasible, and otherwise proportionately to the Capital Accounts of the current Limited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Wynstone Partners Lp)