Series of Interests. (a) The General Partner may, in its sole discretion, from time to time, create and issue additional series, classes, sub-classes, tranches, groups or other categories of Interests (collectively referred to as a “Series”), upon such terms and with such rights, preferences and privileges as the General Partner may, in its sole discretion and subject to applicable law, determine and without the approval of the Limited Partners; provided that such creation and issuance shall not adversely affect the rights of existing Limited Partners. Subject to applicable law, any Series of Interests may have terms that differ from the terms of any other Series, including, without limitation, different investment objectives and strategies, withdrawal terms, voting rights, minimum subscription requirements, distribution policies, currency denominations, management fees, and incentive allocations. If the terms of such Series differ from the terms set forth herein, such terms shall be set forth in schedules attached hereto applicable to each such Series (each, an “Annex”). In addition, the Onshore Partnership may issue additional Series to Limited Partners in order to track participation in “new issues” (as defined in Financial Industry Regulatory Authority rules). (b) If new Series of Interest are created pursuant to Section 1.06(a) after the date hereof, then to the extent determined by the General Partner, in its sole discretion, (i) debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Series shall be met from the assets attributable to such Series only and not from the assets of the Onshore Partnership generally or any other Series and (ii) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Onshore Partnership generally or any other Series shall be met from the assets attributable to such Series, except, in the case of each of clause (i) and (ii) as provided for by applicable law or this Agreement. The Partners acknowledge and agree that, in the event that the assets attributable to any Series prove insufficient to meet the liabilities (including, without limitation, those pursuant to Section 2.07) attributable to such Series, creditors of the Onshore Partnership may have the right to claim against the assets of the Onshore Partnership generally (including against the assets attributable to other Series). In such circumstances, the General Partner shall arrange for the liabilities to be met from the assets attributable to such other Series, as the General Partner determines is appropriate in its discretion. (c) General expenses of the Onshore Partnership shall be borne by each Series in such proportions as the General Partner determines appropriate in good faith. (d) The names of all of the Partners and the amounts of their respective contributions to the Onshore Partnership are set forth in the books and records of the Onshore Partnership at the Onshore Partnership’s principal office.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Series of Interests. (a) The General Partner may, in its sole discretion, from time to timewith the consent of a majority-in- Interest of the Limited Partners, create and issue additional series, classes, sub-classes, tranches, groups or other categories multiple series of Interests (collectively referred to as each a “Series”), upon ) with such rights and obligations and subject to such terms and with such rightsconditions, preferences including without limitation, the amount of Commitment and privileges Commitment Period, as the General Partner may, and FCERA mutually determine and cause to include in its sole discretion and the series designation relating to the relevant Series (“Series Designation”). The Interests issued on the initial Closing Date are hereby designated as the “First Series”. Each separate Series shall generally represent the aggregate ownership interests in the relevant Investments attributable thereto. All Series of Interests shall be subject to applicable law, determine the terms of this Agreement unless otherwise specified in the Series Designation with respect to the relevant Series. To the extent the General Partner and without the approval FCERA agree to create a Series pursuant to Section 17-218 of the Limited Partners; provided that Act, no debt, liability or obligation of such creation and issuance Series shall not adversely affect the rights of existing Limited Partners. Subject to applicable lawbe a debt, any Series of Interests may have terms that differ from the terms liability or obligation of any other Series, including, without limitation, different investment objectives and strategies, withdrawal terms, voting rights, minimum subscription requirements, distribution policies, currency denominations, management fees, and incentive allocations. If the terms of such Series differ from the terms set forth herein, such terms shall be set forth in schedules attached hereto applicable to each such Series (each, an “Annex”). In addition, the Onshore Partnership may issue additional Series to Limited Partners in order to track participation in “new issues” (as defined in Financial Industry Regulatory Authority rules).
(b) If new Series of Interest are created pursuant to Section 1.06(a) after the date hereof, then to the extent determined by the General Partner, in its sole discretion, (i) The debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular such Series shall be met from enforceable against the assets attributable to of such Series only and not from the against any other assets of the Onshore Partnership generally or any other Series Series, and (ii) none of the debts, liabilities, liabilities and obligations and expenses incurred, contracted for or otherwise existing with respect to the Onshore Partnership generally generally, or of any other Series shall be met from the assets attributable to such Series, except, in the case of each of clause (i) and (ii) as provided for by applicable law or this Agreement. The Partners acknowledge and agree that, in the event that the assets attributable to any Series prove insufficient to meet the liabilities (including, without limitation, those pursuant to Section 2.07) attributable to such Series, creditors of the Onshore Partnership may have the right to claim enforceable against the assets of such Series. The records maintained for each Series created pursuant to Section 17-218 of the Onshore Partnership generally (including against Act shall account for the assets attributable to other Series). In associated with such circumstances, the General Partner shall arrange for the liabilities to be met Series separately from the other assets attributable to such of the Partnership, or any other Series, as and assets associated with such Series may be held, directly or indirectly, including in the General Partner determines is appropriate name of such Series, in its discretion.
(c) General expenses the name of the Onshore Partnership, through a nominee or otherwise. The Partnership shall not commingle the assets of one Series created pursuant to Section 17-218 of the Act with the assets of any other Series or the assets, if any, of the Partnership, generally. All allocations and distributions pursuant to Articles III and VIII will be borne by calculated separately for each Series in such proportions as the General Partner determines appropriate in good faith.
(d) The names of all created pursuant to Section 17-218 of the Partners Act, and the amounts related definitions will be interpreted accordingly. The parties hereto acknowledge that they intend each Series of their respective contributions the Partnership created pursuant to Section 17-218 to be taxed as a separate partnership and not as a disregarded entity or as an association taxable as a corporation for U.S. federal, state and/or local income tax purposes. No election may be made to treat the Partnership, or any Series of the Partnership, as other than a partnership for U.S. federal income tax purposes. Subject to Section 1.8(b), any items of Net Income or Net Loss relating to more than one Series, or relating to the Onshore Partnership are set forth in the books and records as a whole, will be apportioned pro rata among each of the Onshore Partnership at the Onshore Partnership’s principal officeSeries.
Appears in 1 contract
Samples: Limited Partnership Agreement
Series of Interests.
(a) The General Partner may, in its sole discretion, from time to time, create and issue additional series, classes, sub-classes, tranches, groups or other categories of Interests (collectively referred to as a “Series”), upon such terms and with such rights, preferences and privileges as the General Partner may, in its sole discretion and subject to applicable law, determine and without the approval of the Limited Partners; provided that such creation and issuance shall not adversely affect the rights of existing Limited Partners. Subject to applicable law, any Series of Interests may have terms that differ from the terms of any other Series, including, without limitation, different investment objectives and strategies, withdrawal terms, voting rights, minimum subscription requirements, distribution policies, currency denominations, management fees, and incentive allocations. If the terms of such Series differ from the terms set forth herein, such terms shall be set forth in schedules attached hereto applicable to each such Series (each, an “Annex”). In addition, the Onshore Partnership may issue additional Series to Limited Partners in order to track participation in “new issues” (as defined in Financial Industry Regulatory Authority rules).
(b) If new Series of Interest are created pursuant to Section 1.06(a) after the date hereof, then to the extent determined by the General Partner, in its sole discretion, (i) debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Series shall be met from the assets attributable to such Series only and not from the assets of the Onshore Partnership generally or any other Series and (ii) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Onshore Partnership generally or any other Series shall be met from the assets attributable to such Series, except, in the case of each of clause (i) and (ii) as provided for by applicable law law, including ERISA, or this Agreement. The Partners acknowledge and agree that, in the event that the assets attributable to any Series prove insufficient to meet the liabilities (including, without limitation, those pursuant to Section 2.07) attributable to such Series, creditors of the Onshore Partnership may have the right to claim against the assets of the Onshore Partnership generally (including against the assets attributable to other Series), but only to the extent permitted under ERISA, as may be applicable. In such circumstances, the General Partner shall arrange for the liabilities to be met from the assets attributable to such other Series, as the General Partner determines is appropriate in its discretion.
(c) General expenses of the Onshore Partnership shall be borne by each Series in such proportions as the General Partner determines appropriate in good faith, subject to ERISA, as may be applicable.
(d) The names of all of the Partners and the amounts of their respective contributions to the Onshore Partnership are set forth in the books and records of the Onshore Partnership at the Onshore Partnership’s principal office.
Appears in 1 contract
Samples: Limited Partnership Agreement
Series of Interests. (a) The General Partner may, in its sole discretion, from time to timewith the consent of a majority-in- Interest of the Limited Partners, create and issue additional series, classes, sub-classes, tranches, groups or other categories multiple series of Interests (collectively referred to as each a “Series”), upon ) with such rights and obligations and subject to such terms and with such rightsconditions, preferences including without limitation, the amount of Commitment and privileges Commitment Period, as the General Partner may, in its sole discretion and subject to applicable law, FCERA mutually determine and without cause to include in the approval of series designation relating to the Limited Partners; provided that such creation and issuance relevant Series (“Series Designation”). The Interests issued on the initial Closing Date are hereby designated as the “First Series”. Each separate Series shall not adversely affect generally represent the rights of existing Limited Partnersaggregate ownership interests in the relevant Investments attributable thereto. Subject to applicable law, any All Series of Interests may have terms that differ from shall be subject to the terms of this Agreement unless otherwise specified in the Series Designation with respect to the relevant Series. To the extent the General Partner and FCERA agree to create a Series pursuant to Section 17-218 of the Act, no debt, liability or obligation of such Series shall be a debt, liability or obligation of any other Series, including, without limitation, different investment objectives and strategies, withdrawal terms, voting rights, minimum subscription requirements, distribution policies, currency denominations, management fees, and incentive allocations. If the terms of such Series differ from the terms set forth herein, such terms shall be set forth in schedules attached hereto applicable to each such Series (each, an “Annex”). In addition, the Onshore Partnership may issue additional Series to Limited Partners in order to track participation in “new issues” (as defined in Financial Industry Regulatory Authority rules).
(b) If new Series of Interest are created pursuant to Section 1.06(a) after the date hereof, then to the extent determined by the General Partner, in its sole discretion, (i) The debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular such Series shall be met from enforceable against the assets attributable to of such Series only and not from the against any other assets of the Onshore Partnership generally or any other Series Series, and (ii) none of the debts, liabilities, liabilities and obligations and expenses incurred, contracted for or otherwise existing with respect to the Onshore Partnership generally generally, or of any other Series shall be met from the assets attributable to such Series, except, in the case of each of clause (i) and (ii) as provided for by applicable law or this Agreement. The Partners acknowledge and agree that, in the event that the assets attributable to any Series prove insufficient to meet the liabilities (including, without limitation, those pursuant to Section 2.07) attributable to such Series, creditors of the Onshore Partnership may have the right to claim enforceable against the assets of such Series. The records maintained for each Series created pursuant to Section 17-218 of the Onshore Partnership generally (including against Act shall account for the assets attributable to other Series). In associated with such circumstances, the General Partner shall arrange for the liabilities to be met Series separately from the other assets attributable to such of the Partnership, or any other Series, as and assets associated with such Series may be held, directly or indirectly, including in the General Partner determines is appropriate name of such Series, in its discretion.
(c) General expenses the name of the Onshore Partnership, through a nominee or otherwise. The Partnership shall not commingle the assets of one Series created pursuant to Section 17-218 of the Act with the assets of any other Series or the assets, if any, of the Partnership, generally. All allocations and distributions pursuant to Articles III and VIII will be borne by calculated separately for each Series in such proportions as the General Partner determines appropriate in good faith.
(d) The names of all created pursuant to Section 17-218 of the Partners Act, and the amounts related definitions will be interpreted accordingly. The parties hereto acknowledge that they intend each Series of their respective contributions the Partnership created pursuant to Section 17-218 to be taxed as a separate partnership and not as a disregarded entity or as an association taxable as a corporation for U.S. federal, state and/or local income tax purposes. No election may be made to treat the Partnership, or any Series of the Partnership, as other than a partnership for U.S. federal income tax purposes. Subject to Section 1.8(b), any items of Net Income or Net Loss relating to more than one Series, or relating to the Onshore Partnership are set forth in the books and records as a whole, will be apportioned pro rata among each of the Onshore Partnership at the Onshore Partnership’s principal officeSeries.
Appears in 1 contract
Samples: Limited Partnership Agreement