Common use of Valuations Clause in Contracts

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing Member) in accordance with the principles utilized by the Company (or any Affiliate of the Company that is a general partner of BSSF II) in valuing investments of BSSF II or, in the case of investments not held by BSSF II, in the good faith judgment of the Managing Member, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member in good faith; provided further, that such value may be adjusted by the Managing Member to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Members; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Blackstone Group L.P.)

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Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Partnership (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBTAS V) in valuing investments of BSSF II BTAS V or, in the case of investments not held by BSSF IIBTAS V, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided provided, further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided provided, further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of the Companya General Partner.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Group Inc)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing Member) in accordance with the principles utilized by the Company BEMA II (or any other Affiliate of the Company that is a direct or indirect general partner of BSSF BEP II) in valuing investments of BSSF BEP II or, in the case of investments not held by BSSF BEP II, in the good faith judgment of the Managing Member, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member in good faith; provided further, that such value may be adjusted by the Managing Member to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Members; provided further, that Members unless otherwise determined by the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Managing Member of the Companyin its sole discretion.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Blackstone Group L.P.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing Member) in accordance with the principles utilized by the Company (or any Affiliate of the Company that is a general partner of BSSF IIGNMERB) in valuing investments of BSSF II GNMERB or, in the case of investments not held by BSSF IIGNMERB, in the good faith judgment of the Managing Member, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member in good faith; provided further, that such value may be adjusted by the Managing Member to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Members; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Blackstone Group L.P.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates V (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBXLS V) in valuing investments of BSSF II BXLS V or, in the case of investments not held by BSSF IIBXLS V, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Group Inc)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberPartnership) in accordance with the principles utilized by the Company Partnership (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBREP Europe IV) in valuing investments of BSSF II BREP Europe IV or, in the case of investments not held by BSSF IIBREP Europe IV, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member of the Companya General Partner.

Appears in 1 contract

Samples: Agreement of Exempted Limited Partnership (Blackstone Group L.P.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Partnership (or any Affiliate of the Company Partnership that is a general partner of BSSF II000 Xxx Xxxxx Xxxxxx) in valuing investments of BSSF II 000 Xxx Xxxxx Xxxxxx or, in the case of investments not held by BSSF II000 Xxx Xxxxx Xxxxxx, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member of the Companya General Partner.

Appears in 1 contract

Samples: Agreement of Exempted Limited Partnership (Blackstone Group L.P.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Partnership (or any Affiliate of the Company Partnership that is a general partner of BSSF IIBREP Europe V) in valuing investments of BSSF II BREP Europe V or, in the case of investments not held by BSSF IIBREP Europe V, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of the Companya General Partner.

Appears in 1 contract

Samples: Agreement of Exempted Limited Partnership (Blackstone Group L.P.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Partnership (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBTAS IV) in valuing investments of BSSF II BTAS IV or, in the case of investments not held by BSSF IIBTAS IV, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided provided, further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided provided, further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of the Companya General Partner.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Group Inc)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates IX (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBCP IX) in valuing investments of BSSF II BCP IX or, in the case of investments not held by BSSF IIBCP IX, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Inc.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Partnership (or any Affiliate of the Company Partnership that is a general partner of BSSF IIBREDS III) in valuing investments of BSSF II BREDS III or, in the case of investments not held by BSSF IIBREDS III, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of the Companya General Partner.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Blackstone Group L.P.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates Asia II (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBCP Asia II ) in valuing investments of BSSF BCP Asia II or, in the case of investments not held by BSSF IIBCP Asia II , in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Exempted Limited Partnership Agreement (Blackstone Inc.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates VIII (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBCP VIII) in valuing investments of BSSF II BCP VIII or, in the case of investments not held by BSSF IIBCP VIII, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Group Inc)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates IX (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBREP IX) in valuing investments of BSSF II BREP IX or, in the case of investments not held by BSSF IIBREP IX, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Group Inc)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Clarus IV GP (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIClarus IV) in valuing investments of BSSF II Clarus IV or, in the case of investments not held by BSSF IIClarus IV, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Inc.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates IV (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBETP IV) in valuing investments of BSSF II BETP IV or, in the case of investments not held by BSSF IIXXXX XX, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Inc.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates IV (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBTO IV) in valuing investments of BSSF II BTO IV or, in the case of investments not held by BSSF IIBTO IV, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Inc.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates Asia III (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBREP Asia III) in valuing investments of BSSF II BREP Asia III or, in the case of investments not held by BSSF IIBREP Asia III, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Inc.)

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Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing Member) in accordance with the principles utilized by the Company Associates II (or any other Affiliate of the Company that is a general partner of BSSF BTO II) in valuing investments of BSSF BTO II or, in the case of investments not held by BSSF BTO II, in the good faith judgment of the Managing Member, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member in good faith; provided further, that such value may be adjusted by the Managing Member to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Members; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct partner of a Managing Member of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Blackstone Group L.P.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Partnership (or any Affiliate of the Company Partnership that is a general partner of BSSF BREDS II) in valuing investments of BSSF BREDS II or, in the case of investments not held by BSSF BREDS II, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of the Companya General Partner.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Blackstone Group L.P.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates Europe VI (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBREP Europe VI) in valuing investments of BSSF II BREP Europe VI or, in the case of investments not held by BSSF IIBREP Europe VI, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Agreement of Exempted Limited Partnership (Blackstone Group Inc)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates IV (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBREDS IV) in valuing investments of BSSF II BREDS IV or, in the case of investments not held by BSSF IIBREDS IV, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Group Inc)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Partnership (or any other Affiliate of the Company Partnership that is a general partner of BSSF IISP Infrastructure IV) in valuing investments of BSSF II SP Infrastructure IV or, in the case of investments not held by BSSF IISP Infrastructure IV, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Inc.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates II (or any other Affiliate of the Company Partnership that is a general partner of BSSF BCEP II) in valuing investments of BSSF BCEP II or, in the case of investments not held by BSSF BCEP II, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Group Inc)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing Member) in accordance with the principles utilized by the Company BMA VII (or any other Affiliate of the Company that is a direct or indirect general partner of BSSF IIBCP VII) in valuing investments of BSSF II BCP VII or, in the case of investments not held by BSSF IIBCP VII, in the good faith judgment of the Managing Member, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member in good faith; provided further, that such value may be adjusted by the Managing Member to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Members; provided further, that Members unless otherwise determined by the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Managing Member of the Companyin its sole discretion.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Blackstone Group L.P.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates Europe VII (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBREP Europe VII) in valuing investments of BSSF II BREP Europe VII or, in the case of investments not held by BSSF IIBREP Europe VII, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member member or partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Amended and Restated Agreement of Exempted Limited Partnership (Blackstone Inc.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberDelaware GP) in accordance with the principles utilized by the Company Partnership (or any Affiliate of the Company Partnership that is a general partner of BSSF GCOF II) in valuing investments of BSSF GCOF II or, in the case of investments not held by BSSF GCOF II, in the good faith judgment of the Managing MemberDelaware GP, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member Delaware GP in good faith; provided further, that such value may be adjusted by the Managing Member Delaware GP to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Exempted Limited Partnership Agreement (Blackstone Group L.P.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing MemberGeneral Partner) in accordance with the principles utilized by the Company Associates III (or any other Affiliate of the Company Partnership that is a general partner of BSSF IIBTO III) in valuing investments of BSSF II BTO III or, in the case of investments not held by BSSF IIBTO III, in the good faith judgment of the Managing MemberGeneral Partner, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member General Partner in good faith; provided further, that such value may be adjusted by the Managing Member General Partner to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all MembersPartners; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct Member partner of a General Partner of the CompanyPartnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Blackstone Group L.P.)

Valuations. Capital Commitment Investments shall be valued annually as of the end of each year (and at such other times as deemed appropriate by the Managing Member) in accordance with the principles utilized by the Company Associates (or any other Affiliate of the Company that is a general partner of BSSF IIBTOSI – N) in valuing investments of BSSF II BTOSI – N or, in the case of investments not held by BSSF IIBTOSI – N, in the good faith judgment of the Managing Member, subject in each case to the second proviso of the immediately succeeding sentence. The value of any Capital Commitment Interest as of any date (the “Capital Commitment Value”) shall be based on the value of the underlying Capital Commitment Investment as set forth above; provided, that the Capital Commitment Value may be determined as of an earlier date if determined appropriate by the Managing Member in good faith; provided further, that such value may be adjusted by the Managing Member to take into account factors relating solely to the value of a Capital Commitment Interest (as compared to the value of the underlying Capital Commitment Investment), such as restrictions on transferability, the lack of a market for such Capital Commitment Interest and lack of control of the underlying Capital Commitment Investment. To the full extent permitted by applicable law such valuations shall be final and binding on all Members; provided further, that the immediately preceding proviso shall not apply to any Capital Commitment Interests held by a person who is or was at any time a direct partner of a Managing Member of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Blackstone Group Inc)

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