UBTI; ECI Sample Clauses
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UBTI; ECI. The Company shall use its best efforts not to engage, directly (or indirectly through any entity owned by the Company that is treated as a pass-through entity for United States federal income tax purposes), in any activity that would cause a Unitholder to recognize, solely as a result of its status as a Unitholder in the Company, either (a) unrelated business taxable income within the meaning of Section 512 of the Code (including by reason of Section 514 of the Code); or (b) income that is effectively connected with the conduct of a trade or business in the United States, within the meaning of Section 871(b) or Section 882(a)(1) of the Code (including income described in Section 897 of the Code which is treated as income within the meaning of Section 871(b) or 882(a)(1) of the Code). The parties anticipate that any acquisition of all or a portion of the business of, or all or a substantial portion of the assets of, any Person will be made in or through “C” corporations.
UBTI; ECI. [The Fund may engage in transactions (including transactions described in Section 7.2) that will cause Tax Exempt Partners and Non-U.S. Partners to recognize UBTI or ECI, respectively, as a result of their investment in the Fund; provided that the Fund shall use its reasonable best efforts not to invest more than (i) [15]% of the Partners’ aggregate Commitments (measured as of the date any such investment is made) in a manner that the General Partner reasonably believes would cause such Commitments to be used or further invested, directly or indirectly, to cause Tax Exempt Partners to recognize UBTI as a result of their investment in the Fund or (ii) [15]% of the Partners’ aggregate Commitments (measured as of the date any such investment is made) in a manner that the General Partner reasonably believes would cause such Commitments to be used or further invested, directly, or indirectly, to cause Non-U.S. Partners to recognize ECI as a result of their investment in the Fund. Each Limited Partner hereby acknowledges and agrees that pursuant to the first sentence of this Section 8.5, the Fund may engage in transactions that will cause Tax Exempt Partners to recognize UBTI and Non-U.S. Partners to recognize ECI as a result of their investment in the Fund.]14
UBTI; ECI. The Partnership may engage in transactions (including transactions described in Section 6.2) that will cause Tax Exempt Partners and Non-U.S. Partners to recognize UBTI or ECI, respectively, as a result of their investment in the Partnership.
UBTI; ECI. The Company may engage in transactions that will cause Tax Exempt Members and Non-U.S. Members to recognize UBTI or ECI, respectively, as a result of their investment in the Company.
UBTI; ECI. (a) The Partnership may make Investments that the General Partner reasonably believes would, if such Investment were held directly by the Partnership rather than through a Blocker Corporation, generate UBTI or ECI (each, a “UBTI/ECI Investment”); provided that any Investment generating UBTI as a result of transactions permitted by Section 6.2 shall not be considered a UBTI/ECI Investment hereunder.
(b) If the Partnership proposes to make a UBTI/ECI Investment, the Partnership will form (or may purchase) one or more Blocker Corporations that will form, with the General Partner or its designee, one or more partnerships, limited liability companies or other entities each treated as a flow-through entity for U.S. federal income tax purposes to hold all or a portion of the Partnership’s Investment in such UBTI/ECI Investment (each such flow-through entity, a “Holding Partnership”). In such case, subject to the other provisions of this Section 6.5 and notwithstanding any other provision of this Agreement to the contrary:
(i) Except as described in Section 6.5(b)(ii), the Partners shall make all Capital Contributions to the Partnership with respect to each UBTI/ECI Investment and the Partnership, in turn, shall contribute such amount to the capital of (or loan any portion of such amount to) one or more Blocker Corporations which, in turn, may contribute such amount to the applicable Holding Partnership(s) or use such amount to acquire the UBTI/ECI Investment.
(ii) The General Partner or its designee shall be a general partner or similar controlling participant of each Holding Partnership. All or any portion, as determined by the General Partner, of the General Partner’s Capital Contributions with respect to any UBTI/ECI Investment may be made by it or its designee directly to the applicable Holding Partnership rather than through the Partnership, and the General Partner shall be treated as satisfying a portion of its Commitment to the Partnership equal to such capital contributions to the Holding Partnership. The General Partner or its designee also may make an additional capital contribution to the Holding Partnership of up to 1% of each Holding Partnership investment, which additional contribution may be, in whole or in part, in the form of a note bearing interest at the Base Rate.
(iii) The General Partner or its designee shall be entitled to receive directly from each Holding Partnership its share (including both Carried Interest and other applicable amounts)...