Common use of Retirement of Partner Clause in Contracts

Retirement of Partner. (a) A Limited Partner shall become a Retired Partner upon: (i) delivery to such Limited Partner of a notice by the General Partner declaring such Limited Partner to be a Retired Partner; (ii) a date specified in a notice delivered by such Limited Partner to the General Partner stating that such Limited Partner elects to become a Retired Partner, which date shall not be less than 60 days after the General Partner’s receipt of such notice; (iii) the death of the Limited Partner, whereupon the estate of the deceased Limited Partner shall be treated as a Retired Partner in the place of the deceased Limited Partner, or the Permanent Disability of the Limited Partner; or (iv) the date on which such Limited Partner has become a “Retired Partner” under the Advisors VII LP Agreement. (b) The notice declaring any Limited Partner to be a Retired Partner shall specify whether such Limited Partner is being declared a Retired Partner for Cause or a Retired Partner other than for Cause. Retirement by reason of death or Permanent Disability shall constitute retirement other than for Cause. A written notice of retirement given by a Limited Partner shall be deemed to constitute a declaration that such Limited Partner is a Retired Partner for Cause. For the avoidance of doubt, any Partner who becomes a “Retired Partner for Cause” under the Advisors VII LP Agreement automatically shall be deemed a Retired Partner for Cause under this Agreement and any Partner who becomes a “Retired Partner other than for Cause” under the Advisors VII LP Agreement automatically shall be deemed a Retired Partner other than for Cause under this Agreement. (c) Nothing in this Agreement shall obligate the General Partner to treat Retired Partners alike, and the exercise of any power or discretion by the General Partner in the case of any one such Retired Partner shall not create any obligation on the part of the General Partner to take any similar action in the case of any other such Retired Partner; it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each such Retired Partner separately.

Retirement of Partner. (a) A Limited Partner shall become a Retired Partner upon: (i) delivery notice to such Limited Partner of a notice by the General Partner declaring or any of its Affiliates terminating such Limited Partner Partner’s employment by or service to be a Retired AGM or an Affiliate thereof, unless otherwise determined by the General Partner; (ii) a date specified in a notice delivered by such Limited Partner to the General Partner Partner, AGM or an Affiliate thereof stating that such Limited Partner elects to become a Retired Partner, which date shall not be less than 60 days after the General Partner’s receipt of such notice;resign from or otherwise terminate his or her employment by or service to AGM or an Affiliate thereof; or (iii) the death of the Limited Partner, whereupon the estate of the deceased Limited Partner shall be treated as a Retired Partner in the place of the deceased Limited Partner, or the Permanent Disability of the Limited Partner; or (iv) the date on which such Limited Partner has become a “Retired Partner” under the Advisors VII LP Agreement. (b) The notice declaring any Limited Partner to be a Retired Partner shall specify whether such Limited Partner is being declared a Retired Partner for Cause or a Retired Partner other than for Cause. Retirement by reason of death or Permanent Disability shall constitute retirement other than for Cause. A written notice of retirement given by a Limited Partner shall be deemed to constitute a declaration that such Limited Partner is a Retired Partner for Cause. For the avoidance of doubt, any Partner who becomes a “Retired Partner for Cause” under the Advisors VII LP Agreement automatically shall be deemed a Retired Partner for Cause under this Agreement and any Partner who becomes a “Retired Partner other than for Cause” under the Advisors VII LP Agreement automatically shall be deemed a Retired Partner other than for Cause under this Agreement. (c) Nothing in this Agreement or at law or in equity shall obligate the General Partner to treat Retired Partners alike, and the exercise of any power or discretion by the General Partner in the case of any one such Retired Partner shall not create any obligation on the part of the General Partner to take any similar action in the case of any other such Retired Partner; , it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each such Retired Partner separately. (c) The vesting provisions included in each Award Letter are relevant for determining the number of Points that each Limited Partner retains after they become a Retired Partner. These vesting provisions notwithstanding, the General Partner may (but has no obligation to) agree to a lesser or later reduction (or to no reduction) of any Limited Partner’s Points when they become a Retired Partner. (d) For the avoidance of doubt, any Limited Partner who commits a Bad Act or breaches a Restrictive Covenant is not eligible to retain any vested Points as a Retired Partner. Any Limited Partner who commits a Bad Act or breaches a Restrictive Covenant will forfeit their Partnership interest and all their Points retroactive to the date of the initial occurrence of the Bad Act or breach, or if that date is not known, as of the earliest date of the occurrence identified by the General Partner. (e) If any Limited Partner’s Points are reduced pursuant to the dilution provisions in an Award Letter, and such Limited Partner has any remaining unrestored Points prior to becoming a Retired Partner, the quantity of such unrestored Points will be adjusted when the Limited Partner becomes a Retired Partner by multiplying the number of unrestored Points by the percentage of such Limited Partner’s total Points that have vested.

Retirement of Partner. (a) A Limited Partner shall become a Retired Partner upon: (i) delivery notice to such Limited Partner of a notice by the General Partner declaring or any of its Affiliates terminating such Limited Partner Partner’s employment by or service to be a Retired AGM or an Affiliate thereof, unless otherwise determined by the General Partner; (ii) a date specified in a notice delivered by such Limited Partner to the General Partner Partner, AGM or an Affiliate thereof stating that such Limited Partner elects to become a Retired Partner, which date shall not be less than 60 days after the General Partner’s receipt of such notice;resign from or otherwise terminate his or her employment by or service to AGM or an Affiliate thereof; or (iii) the death of the Limited Partner, whereupon the estate of the deceased Limited Partner shall be treated as a Retired Partner in the place of the deceased Limited Partner, or the Permanent Disability of the Limited Partner; or (iv) the date on which such Limited Partner has become a “Retired Partner” under the Advisors VII LP Agreement. (b) The notice declaring any Limited Partner to be a Retired Partner shall specify whether such Limited Partner is being declared a Retired Partner for Cause or a Retired Partner other than for Cause. Retirement by reason of death or Permanent Disability shall constitute retirement other than for Cause. A written notice of retirement given by a Limited Partner shall be deemed to constitute a declaration that such Limited Partner is a Retired Partner for Cause. For the avoidance of doubt, any Partner who becomes a “Retired Partner for Cause” under the Advisors VII LP Agreement automatically shall be deemed a Retired Partner for Cause under this Agreement and any Partner who becomes a “Retired Partner other than for Cause” under the Advisors VII LP Agreement automatically shall be deemed a Retired Partner other than for Cause under this Agreement. (c) Nothing in this Agreement or at law or in equity shall obligate the General Partner to treat Retired Partners alike, and the exercise of any power or discretion by the General Partner in the case of any one such Retired Partner shall not create any obligation on the part of the General Partner to take any similar action in the case of any other such Retired Partner; , it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each such Retired Partner separately. (c) The vesting provisions included in each Award Letter are relevant for determining the number of Points that each Limited Partner retains after they become a Retired Partner. These vesting provisions notwithstanding, the General Partner may (but has no obligation to) agree to a lesser or later reduction (or to no reduction) of any Limited Partner’s Points when they become a Retired Partner. (d) For the avoidance of doubt, any Limited Partner who engages in conduct constituting Cause or breaches a Restrictive Covenant is not eligible to retain any vested Points as a Retired Partner. Any Limited Partner who engages in conduct constituting Cause or breaches a Restrictive Covenant will forfeit their Partnership interest and all their Points retroactive to the date of the initial occurrence of the relevant conduct or breach, or if that date is not known, as of the earliest date of the occurrence identified by the General Partner. (e) If any Limited Partner’s Points are reduced pursuant to the dilution provisions in an Award Letter, and such Limited Partner has any remaining unrestored Points prior to becoming a Retired Partner, the quantity of such unrestored Points will be adjusted when the Limited Partner becomes a Retired Partner by multiplying the number of unrestored Points by the percentage of such Limited Partner’s total Points that have vested.

Retirement of Partner. (a) A Limited Partner shall become a Retired Partner upon: (i) delivery to such Limited Partner of a notice by the General Partner declaring terminating such Limited Partner to be a Retired Partner’s employment by AGM or an Affiliate thereof, unless otherwise determined by the General Partner; (ii) a date specified in a notice delivered delivery by such Limited Partner of a notice to the General Partner Partner, AGM or an Affiliate thereof stating that such Limited Partner elects to become a Retired Partner, which date shall not be less than 60 days after the General Partner’s receipt of such notice;resign from or otherwise terminate his or her employment by or service to AGM or an Affiliate thereof; or (iii) the death of the Limited Partner, whereupon the estate of the deceased Limited Partner shall be treated as a Retired Partner in the place of the deceased Limited Partner, or the Permanent Disability of the Limited Partner; or (iv) the date on which such Limited Partner has become a “Retired Partner” under the Advisors VII LP Agreement. (b) The notice declaring any If (i) a Limited Partner to be a Retired Partner shall specify whether such Limited Partner is being declared becomes a Retired Partner for Cause or a Retired Partner reason other than for Cause. Retirement an election to resign from employment by or service to AGM or an Affiliate or involuntary termination of employment or service by reason of death a Bad Act and (ii) such Limited Partner’s Account Points are reduced upon retirement pursuant to Section 7.3, upon the request of such Retired Partner, the General Partner shall arrange for such Limited Partner’s capital commitment to Co-Investors (A) to be reduced to an amount that is proportionate to such Limited Partner’s Vested Account Points. Otherwise, if a Limited Partner’s Points with respect to a Plan Year are reduced upon retirement pursuant to Section 7.3, the General Partner may, but shall not be required to, arrange for such Limited Partner’s capital commitment to Co-Investors (A) to be reduced to an amount that is proportionate to such Limited Partner’s Vested Account Points. Any compulsory or Permanent Disability discretionary decrease in the proportionate capital commitment to Co-Investors (A) shall constitute retirement other than apply only to new Portfolio Investments of the Fund made on or after the date the General Partner arranges for Causesuch decreased commitment. Such decreased commitment shall not apply to any additional investments relating to a Portfolio Investment made prior to the date the General Partner arranges for such decreased commitment. A written notice Limited Partner’s capital commitment to Co-Investors (A) shall not be otherwise reduced or released as a result of retirement given by a Limited Partner shall be deemed to constitute a declaration that such Limited Partner is becoming a Retired Partner for Cause. For the avoidance of doubt, any Partner who becomes a “Retired Partner for Cause” under the Advisors VII LP Agreement automatically shall be deemed a Retired Partner for Cause under this Agreement and any Partner who becomes a “Retired Partner other than for Cause” under the Advisors VII LP Agreement automatically shall be deemed a Retired Partner other than for Cause under this AgreementPartner. (c) Nothing in this Agreement shall obligate the General Partner to treat Retired Partners alike, and the exercise of any power or discretion by the General Partner in the case of any one such Retired Partner shall not create any obligation on the part of the General Partner to take any similar action in the case of any other such Retired Partner; , it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each such Retired Partner separately.