Common use of Upon Dissociation Clause in Contracts

Upon Dissociation. Dissociation from the Fund occurs upon a Limited Partner’s expulsion, transfer or redemption of all of the Limited Partner’s Limited Partnership Interests, withdrawal or resignation (an “Event of Dissociation”). Upon the occurrence of an Event of Dissociation: (1) the Limited Partner’s right to participate in the Fund’s governance, receive information concerning the Fund’s affairs and inspect the Fund’s books and records will terminate; and (2) unless the Dissociation resulted from the Transfer of the Limited Partner’s Limited Partnership Interests, the Limited Partner will be entitled to receive the Distributions to which the Limited Partner would have been entitled as of the effective date of the Dissociation had the Dissociation not occurred. The Limited Partner will remain liable for any obligation to the Fund that existed prior to the effective date of the Dissociation, including any costs or damages resulting from the Limited Partner’s breach of this Agreement. Under most circumstances, the Limited Partner will have no right to any return of his or her capital prior to the termination of the Fund unless the General Partner elects to return capital to a Limited Partner. The effect of such Dissociation on the remaining Limited Partners who do not sell will be to increase their percentage share of the remaining assets of the Fund, and thus their proportionate share of its future earnings, losses and Distributions. The reduction in the outstanding Limited Partnership Interests will also increase the relative voting power of remaining Limited Partners. LIMITED PARTNERSHIP AGREEMENT VELOCE CAP FUND 1 LP

Upon Dissociation. Dissociation from the Fund Partnership occurs upon a Limited Partner’s expulsion, transfer or redemption of all of the Limited Partner’s Limited Partnership InterestsUnits, withdrawal or resignation (an “Event of Dissociation”). Upon the occurrence of an Event of Dissociation: (1) the Limited Partner’s 's right to participate in the Fund’s Partnership's governance, receive information concerning the Fund’s Partnership's affairs and inspect the Fund’s Partnership's books and records will terminate; and (2) unless the Dissociation resulted from the Transfer of the Limited Partner’s Limited Partnership Interests's Units, the Limited Partner will be entitled to receive the Distributions to which the Limited Partner would have been entitled as of the effective date of the Dissociation had the Dissociation not occurred. The Limited Partner will remain liable for any obligation to the Fund Partnership that existed prior to the effective date of the Dissociation, including any costs or damages resulting from the Limited Partner’s 's breach of this Agreement. Under most circumstances, the Limited Partner will have no right to any return of his or her capital prior to the termination of the Fund Partnership unless the General Partner elects to return capital to a Limited Partner. The effect of such Dissociation on the remaining Limited Partners who do not sell will be to increase their percentage share of the remaining assets of the FundPartnership, and thus their proportionate share of its future earnings, losses and Distributions. The reduction in the outstanding Limited Partnership Interests and issued Units will also increase the relative voting power of remaining Limited Partners. LIMITED PARTNERSHIP AGREEMENT VELOCE CAP FUND 1 LP.