If the assets of the partnership are insufficient to

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Unformatted text preview: uch Indemnitee or to which such Indemnitee may be subject by reason of its activities on behalf of the Partnership or in furtherance of the interests of the - 22 - Partnership (including but not limited to any litigation related expenses, or damage/cost awards) or otherwise arising out of or in connection with the Partnership and its Portfolio Investments, except that this indemnity shall not apply to (i) losses arising from such Indemnitee’s own willful misconduct, fraud or bad faith, (ii) economic losses incurred by any Indemnitee as a result of such Indemnitee’s ownership of an interest in the Partnership or in Portfolio Investments, or (iii) expenses of the Partnership that an Indemnitee has agreed to bear. Further, the Partnership shall advance to the Indemnitee the legal fees required in the defense of any claim against the Indemnitee, which advance the Indemnitee shall refund to the Partnership if such claim results in a finding of liability for willful misconduct, fraud or bad faith by a court or arbiter of competent jurisdiction. If the assets of the Partnership are insufficient to cover such indemnity obligations, Limited Partners may be required to return to the Partnership amounts previously distributed to them to fund such indemnity obligations. Other Activities and Investments The General Partner, the Manager and the affiliates of the General Partner and the Manager, and their respective directors, officers, partners and employees may, at any time: a) engage in the promotion, management or investment management, marketing, and launching of any other fund, corporations, partnership, or other entity; b) enter into agreements with portfolio companies to provide services to such companies that are not otherwise to be provided by the General Partner or Manager pursuant to the Partnership Agreement or Management Agreement on terms that, from the perspective of such portfolio companies, are equal to or better than those generally available on an arm’s length basis; c) serve as officers or employees of portfolio companies on terms that, from the perspective of such portfolio companies, are equal to or better than those generally available on an arm’s length basis; and d) engage in any other activities, whether or not such activities relate to the business of the Partnership, and such persons shall be entitled to any and all fees, expenses and other payments (except those fees, expenses or payments contemplated by the provisions under the heading “Other Fees” above) and made to such persons in connection with the activities described above. Default Provisions A Limited Partner who defaults in respect of its commitment may be subject to certain penalties as provided for in the Partnership Agreement, including forfeiture of all or a portion of that Limited Partner’s interest in the Partnership. Amendments The Partnership Agreement may be amended from time to time with the consent of the General Partner and Limited Partners holding a majority of the Units, except that no amendment may: (a) increase any Limited Partner’s Capital Commitment, reduce its share of the Partnership’s distributions, income, gains or losses, or materially and adversely affect the rights or obligations of such Limited Partner without the consent of such Limited Partner; (b) change the percentage of Units of Limited Partners necessary for any consent required to the taking of an action without the approval of Limited Partners who then hold Units equal to or in excess of the required Units for the subject of such proposed amendment; or (c) change the amendment provisions without the consent of each Limited Partner. - 23 - Notwithstanding the above provisions, the General Partner may amend the Partnership Agreement without the consent of the Limited Partners in certain circumstances, including: (a) to make changes which, in the General Partner’s opinion, are necessary for the protection of the Limited Partners, (b) to change the name of the Partnership, (c) to cure any ambiguity in the Partnership Agreement or correct any clerical errors or omissions or any provision of the Partnership Agreement that is incomplete or inconsistent, (d) to make such other changes which, in the General Partner’s opinion, do not and will not adversely affect the interests of any of the Limited Partners, and/or (e) in connection with any Subsequent Closing, in each case provided that such amendment, in the General Partner’s opinion, is not materially adverse to the Limited Partners. Term and Early Wind-Up The term of the Partnership (the “Fund Term”) will be 10 years from the date of the Initial Closing (unless wound-up sooner in accordance with the Partnership Agreement). The term may be extended for two one-year periods, each at the sole discretion of the General Partner, and for three further one-year periods with the approval of the Limited Partners holding a majority of the Units (based on Unit Commitments) (for a total term of up to 15 years). The General Partner may in its sole discretion, wind-up the Partnership prior to the end of the Commitment Period where it has: a)...
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This document was uploaded on 02/19/2014.

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