Common use of Time and Attention Clause in Contracts

Time and Attention. Prior to the termination of the Commitment Period, the General Partner shall cause each of the General Partner, Fund Manager, and the Key Persons to devote substantially all of such Person’s business time to the affairs of the Fund, the General Partner, the Investment Manager, any Alternative Vehicles, any Parallel Vehicles, any co-investment, Prior Funds, or other investment vehicles permitted by this Agreement. After the termination of the Commitment Period, the General Partner shall cause each of the General Partner, Fund Manager, and Key Persons to devote that portion of their time to the affairs of the Fund as is necessary for the management of the Fund. Co-investment Opportunities. The [Fund Manager] may, but shall have no obligation to, provide co-investment opportunities (whether by way of a direct investment in a Portfolio Company or as an investment through an intermediate holding vehicle) to electing Limited Partners or [strategic third parties] [any third party], provided that no co-investment opportunity shall be allocated to any Interested Person without the prior written consent of the Advisory Committee. All co-investments shall be made in accordance with the General Partner’s co-investment policy. Any co-investment shall be made and divested at substantially the same time and on the same terms (save as required for legal, tax or regulatory purposes), including the same form or forms of consideration (and in the same proportions of forms of consideration) as the corresponding investment by the Fund. In the case of a co-investment, the co-investor shall bear its pro rata share (based on capital committed to such co-investment) of any fees, expenses and liabilities relating to the relevant Portfolio Investment. The General Partner shall provide notice to each Limited Partner of all co-investments offered and made by any Fund Vehicle[, including the identity of all co-investors].

Time and Attention. Prior to the termination of the Commitment Period, the General Partner shall cause each of the General Partner, Fund Manager, and the Key Persons to devote substantially all of such Person’s business time to the affairs of the Fund, the General Partner, the Investment Manager, any Alternative Vehicles, any Parallel Vehicles, any co-investment, Prior Funds, or other investment vehicles permitted by this Agreement. After the termination of the Commitment Period, the General Partner shall cause each of the General Partner, Fund Manager, and Key Persons to devote that portion of their time to the affairs of the Fund as is necessary for the management of the Fund. Co-investment Opportunities. The [Fund Manager] may, but shall have no obligation to, provide co-investment opportunities (whether by way of a direct investment in a Portfolio Company or as an investment through an intermediate holding vehicle) to electing Limited Partners or [strategic third parties] [any third party], provided that no co-investment opportunity shall be allocated to any Interested Person without the prior written consent of the Advisory Committee. All co-investments shall be made in accordance with the General Partner’s co-investment policy. Any co-investment shall be made and divested at substantially the same time and on the same terms (save as required for legal, tax or regulatory purposes), including the same form or forms of consideration (and in the same proportions of forms of consideration) as the corresponding investment by the Fund. In the case of a co-investment, the co-investor shall bear its pro rata share (based on capital committed to such co-investment) of any fees, expenses and liabilities relating to the relevant Portfolio Investment. The General Partner shall provide notice to each Limited Partner of all co-investments offered and made by any Fund Vehicle[, including the identity of all co-investors]. Deal-flow14. Subject to Section 9.3 (Co-investment Opportunities), the General Partner and the Fund Manager hereby agree that until the end of the Commitment Period, all investment opportunities received by any of the General Partner, the Fund Manager, any of the Key Persons or any Affiliate of any of the foregoing, will first be allocated to the Fund or, when permitted, to a Successor Fund to the extent that (i) such investment opportunities fall within the Investment Objectives, (ii) the Fund has available Remaining Commitments, and (iii) the participation by the Fund in such investment opportunity would be in the best interest of the Fund as determined in good faith by the General Partner.