Excused Partner definition
Examples of Excused Partner in a sentence
If any Limited Partner is excused from a Portfolio Investment pursuant to Section 5.4(a), the General Partner may elect to make the investment without the participation of such Excused Partner or not to make the investment.
The operation of this Section 5.4 shall not limit the obligation of any Excused Partner to contribute to the Fund the full amount of its Remaining Capital Commitment in respect of all subsequent Portfolio Investments and all Organizational Expenses, Fund Expenses and Indebtedness of the Fund.
The General Partner may determine individual Partner Capital Contribution call amounts on a pro rata basis relative to the outstanding or unused Capital Commitments of the Partners to account for Excused Partner Capital Contributions with respect to Excused Investments under Section 6.6.
If the General Partner so consents then, notwithstanding any other provision of this Agreement, (I) no Partnership Profits or Losses attributable to such investment shall be allocated to such Limited Partner (the "Excused Partner"); (2) such Excused Partner shall not participate in distributions attributable thereto; and (3) this Agreement shall be deemed to have been amended, as of the date of the investment, as necessary to achieve these results.
Thereafter, on or before each Due Date, the General Partner (or its Affiliates) shall make a corresponding Capital Contribution in cash in an amount equal to its pro rata share (based on Remaining Capital Commitments) of the total Drawdowns to be made on such Due Date by the Limited Partners, without regard to any Excused Partner or Defaulting Limited Partner, provided that such Capital Contribution shall not exceed the General Partner's Remaining Capital Commitment.
Notwithstanding the foregoing, if a Limited Partner becomes an Excused Partner pursuant to Section 3.15 with respect to a particular investment, such Limited Partner shall not, by reason of its failure to pay the portion of its Subscription related to such investment, be deemed to be a Defanlting Partner for purposes of Section 8.2.
Without derogating from the above, each Call Notice shall also include such information with respect to the anticipated investment as the General Partner determines to be necessary for a Limited Partner to determine whether it has to request to be an Excused Partner pursuant to 6.5 and/or 15.1 of this Agreement.