Agreements and Commitments. (i) As of the applicable Closing Date, Seller has made available to Buyer copies of the partnership agreements, as amended, relating to the Interests being transferred at such Closing and to which Seller is party (including to Seller’s Knowledge under power of attorney). As of the applicable Closing Date, to the extent they are in Seller’s possession after requesting them from the Managers, Seller has made available to Buyer copies of all Portfolio Property Agreements relating to the Interests (other than the aforementioned documents described in the preceding sentence), and other documents that constitute a part of such Interests, being sold by Seller. Other than (A) this Purchase Agreement, (B) the limited partnership agreements of applicable Partnerships, (C) any amendments to such limited partnership agreements, (D) the subscription documents, transfer agreements and side letters (as applicable) relating to the purchase of such Interests and (E) any documents referenced in the documents listed in clauses (A) – (D), Seller has not entered into any other agreements with respect to Seller’s Interest in any Partnership that affect such Interest in a material manner. (ii) Seller has contributed to the capital of the Partnerships in which Seller holds an Interest all amounts which it was required to contribute pursuant to the terms of the applicable Portfolio Property Agreements. Seller has paid all management fees due and payable by it pursuant to the terms of the applicable Portfolio Property Agreements, including all such fees payable on or prior to each applicable Closing Date. Seller has not made any voluntary capital contributions or written commitments to any Partnership in which Seller holds an Interest nor have any been made on behalf of it. Seller has not opted out of or to Seller’s Knowledge been excluded, voluntarily or involuntarily, from participation in any investments of the Partnerships. (iii) Seller has not received written notice from any Manager that (A) it is required to return any Distributions or portions of Distributions previously received by it from any Partnership in which Seller holds an Interest, or (B) it is in default or breach, nor, to Seller’s Knowledge, is there any reasonable basis for any valid claim of default or breach, under any applicable Portfolio Property Agreement. (iv) [Reserved.]
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Agreements and Commitments. (i) As of To the applicable Closing DateSeller’s Knowledge, the Seller has made available to Buyer copies of the partnership agreements, as amended, relating to the Interests being transferred at such Closing and to which Seller is party (including to Seller’s Knowledge under power of attorney). As of the applicable Closing Date, to the extent they are in Seller’s possession after requesting them from the Managers, Seller has made available furnished to Buyer copies of all Portfolio Property Agreements relating to the Interests (other than the aforementioned documents described that are in the preceding sentence), and other documents that constitute a part of such Interests, being sold by Seller’s actual possession. Other than (A) this Purchase Agreement, (B) the limited Additional Seller’s Documents to which it is a party, the subscription agreements, partnership agreements (in the case of applicable Partnershipslimited partnerships or similar structures), (C) any amendments to such limited partnership agreements, (D) the subscription documents, transfer operating agreements and limited liability company agreements (in the case of limited liability companies or similar structures), and memorandums or articles of incorporation, bylaws, and shareholders agreements (in the case of corporations or similar structures), in each case, as amended, modified or supplemented and in effect, any side letters (as applicable) relating letter, letter agreement or similar agreement pertaining to the purchase of such Interests Portfolio Property to which the Seller is a party, and (E) any documents referenced in any of the documents listed in clauses (A) – (D)foregoing, Seller has the Seller, to Seller’s Knowledge, is not entered into a party to any other agreements contract, agreement or commitment with respect to Seller’s Interest in any Partnership the Interests that affect such Interest in a material manneradversely affects the Interests.
(ii) The Seller has timely contributed to the capital of the Partnerships in which Seller holds an Interest Funds with respect to the Interests all amounts which it was required to contribute pursuant to capital calls or any other notices issued in accordance with the terms of the applicable Portfolio Property Agreements. Agreements and the Seller has paid all management fees due and payable by it pursuant to capital calls or any other notices issued in accordance with the terms of the applicable relevant Portfolio Property Agreements, including all such fees payable on or prior to each applicable Closing Date. Except for the Capital Commitments Seller has not made any voluntary capital contributions or written commitments to any Partnership of the Funds in which Seller holds it owns an Interest nor have any been made on behalf of it. Seller has not opted out of or to Seller’s Knowledge been excluded, voluntarily or involuntarily, from participation in any investments of the Partnerships.
(iii) The Seller (A) has not received written notice from any Manager Fund (or its Manager) since the Cut Off Date that (A) it the Seller is actually required to return any Distributions or portions of Distributions previously received by it from any Partnership in which Seller holds an Interestsuch Fund pursuant to a Clawback Obligation, or (B) it is not in default under or breachin breach of any Portfolio Property Agreement related to such Fund, nor, nor to Seller’s Knowledge, Knowledge is there any reasonable basis for any valid claim of such a default or breach, under and (C) has participated in each investment made by the Funds and has not opted out or been excluded, voluntarily or, to the Seller’s Knowledge, involuntarily, from any applicable investment of any Fund pursuant to the terms of any Portfolio Property AgreementAgreement or otherwise.
(iv) [ReservedThe Seller has not made any loan to, or guaranteed any indebtedness of, any Fund.]
(v) Except as set forth in the Portfolio Property Agreements, Seller has not granted any person any option, call, warrant, commitment or right of any character whatsoever to acquire an interest in any Fund that would reduce Seller’s percentage ownership in such Fund.
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Agreements and Commitments. (ia) As of the applicable Closing Date, Such Seller has made available to Buyer true, correct, and complete copies of all the partnership agreementsOrganizational Documents of the Transferred Entities, Fund Vehicles and all their Portfolio Investments as of the date hereof or as of the date provided pursuant to Section 7.20(f), as amendedapplicable (provided that, relating to Sellers’ Knowledge, solely with respect to the Interests being transferred at Non-Controlled Transferred Entities and their Portfolio Investments, such Closing and Organizational Documents are in the form provided to which such Seller is party (including to Seller’s Knowledge under power of attorney). As of or its Subsidiaries by the applicable Closing Dategeneral partner or manager of such Person and are, to the extent they are in Seller’s possession after requesting them from the ManagersKnowledge of Sellers, Seller has made available to Buyer true, correct and complete copies of all Portfolio Property Agreements relating to the Interests (other than the aforementioned documents described in the preceding sentenceOrganizational Documents of such Persons), and other documents that constitute a part in each case as set forth in Section 4.6(a) of such Interests, being sold by Sellerthe Disclosure Schedule or as otherwise provided pursuant to Section 7.20(f). Other than (Athis Agreement and the Organizational Documents set forth in Section 4.6(a) this Purchase Agreementof the Disclosure Schedule, (B) the limited partnership agreements of applicable Partnerships, (C) any amendments to such limited partnership agreements, (D) the subscription documents, transfer agreements and side letters (as applicable) relating to the purchase of such Interests and (E) any documents referenced in the documents listed in clauses (A) – (D), Seller has not entered into any other agreements Contracts with respect to such Seller’s Interest Transferred Equity Interests in any Partnership that affect Transferred Entity or their Portfolio Investment. Each such Interest agreement to which such Seller or any Controlled Transferred Entity (and to the Knowledge of Sellers, each Non-Controlled Transferred Entity or their Portfolio Investment) is a party, as applicable, is valid and binding with respect to such Seller, Transferred Entity or their Portfolio Investment and is enforceable against such Seller, Transferred Entity or their Portfolio Investment in a material manneraccordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.
(iib) Each Seller has contributed to the extent required in accordance with the terms of the relevant Organizational Documents to the capital of the Transferred Entities in which Seller owns Transferred Equity Interests, all amounts, including all Capital Contributions due and payable in respect thereof. Each Controlled Transferred Entity, and to the Knowledge of Sellers, each Non-Controlled Transferred Entity has contributed to the capital of the Partnerships its Subsidiaries all amounts, including all Capital Contributions due and payable in which Seller holds an Interest all amounts which it was required to contribute pursuant to respect thereof, in accordance with the terms of the applicable Portfolio Property AgreementsOrganizational Documents of such Transferred Entities’ Subsidiaries. Each Seller and each Controlled Transferred Entity, and to the Knowledge of Sellers, each Non-Controlled Transferred Entity, does not have any outstanding Liability with respect to any such Capital Contributions. There have been no Capital Contributions or Interests Distributions since December 31, 2020 to the date of this Agreement other than as disclosed on Section 4.6(b) of the Disclosure Schedule. Each Seller and each Controlled Transferred Entity and to the Knowledge of Sellers, each Non-Controlled Transferred Entity has paid all management fees due and payable by it pursuant to in accordance with the terms of the applicable Portfolio Property AgreementsOrganizational Documents of such Persons. Each of the Sellers and each Controlled Transferred Entity, including all such fees payable on or prior and to the Knowledge of Sellers, each applicable Closing Date. Seller Non-Controlled Transferred Entity has not made any voluntary capital contributions or written commitments Capital Contributions to any Partnership Transferred Entity or such Transferred Entity’s Subsidiaries, as applicable, or any Portfolio Investment in which Seller holds they own an Interest or any other share or other security, nor have any been made on behalf of it. such Seller has not opted out of or to Seller’s Knowledge been excludedTransferred Entity, voluntarily or involuntarily, from participation in any investments of the Partnershipsas applicable.
(iiic) Seller None of any Seller, Controlled Transferred Entity or Fund Vehicle nor, to the Knowledge of Sellers, any of the Non-Controlled Transferred Entities or any of their Portfolio Investments has not received written notice from of any Manager that (A) it is required obligation to return any Interests Distributions or portions of Interests Distributions previously received by it from any Partnership in which Seller holds an Interestof the Transferred Entities, or (B) it is in default their Portfolio Investments. Any contractual obligation of a Seller, Fund Vehicle or breach, norControlled Transferred Entity or, to Seller’s Knowledgethe Knowledge of Sellers, Non-Controlled Transferred Entity or Portfolio Investment to return any Interests Distribution (upon the occurrence of any specified event or otherwise) is there set forth on Section 4.6(c) of the Disclosure Schedule. As of the date hereof, none of the Fund Vehicles have made any reasonable basis for any valid claim distributions of default or breach, under any applicable Portfolio Property Agreementcarried interest in respect of the GP Interests.
(ivd) [ReservedTo the Knowledge of Sellers, all Interests Distributions of the Fund Vehicles, the Transferred Entities and their Portfolio Investments have been made in accordance with the provisions of the relevant Organizational Documents and applicable Laws as to the allocation and order of priority of receipt of such Interest Distributions.]
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Agreements and Commitments. (i) As of the applicable Closing Date, Seller has made available to Buyer copies of the partnership agreements, as amended, relating to the Interests being transferred at such Closing and to which Seller is party (including to Seller’s Knowledge under power of attorney). As of the applicable Closing Date, to To the extent they are in Seller’s possession after requesting them from the Managerspossession, Seller has made available to Buyer copies of all Portfolio Property Agreements relating to the Interests (other than the aforementioned documents described in the preceding sentence), and other documents that constitute a part of such Interests, being sold by Seller. Other than (A) this Purchase Agreement, (B) the limited partnership agreements of applicable Partnerships, (C) any amendments to such limited partnership agreements, (D) the subscription documents, transfer agreements and side letters (as applicable) relating to the purchase of such Interests and (E) any documents referenced in the documents listed in clauses (A) – (D), Seller has not entered into any other agreements with respect to Seller’s Interest in any Partnership that affect such Interest in a material mannerAgreements.
(ii) Seller has timely contributed to the capital of General Partner and to the Partnerships in which Seller holds an Interest Feeder LLC all amounts which that it was required to contribute in respect of the Capital Interest and the Carry Points Interests pursuant to the terms of the applicable Portfolio Property AgreementsGP Agreement and the Feeder LLC Agreement. Seller has paid all management fees due and payable by it Except for the Remaining Capital Commitment, its obligation to make payments pursuant to the terms GP Agreement in order to satisfy any Clawback Obligation (as defined in Section 13.01 of the applicable Portfolio Property AgreementsGP Agreement) in the event that such payments are required pursuant to the GP Agreement and its obligations to make capital contributions or other payments to the Feeder LLC pursuant to the Feeder LLC Agreement, including all such fees payable on Seller has no obligation to make any further capital contributions or prior other payments to each applicable Closing Datethe Feeder LLC. Seller has not made any voluntary capital contributions or written commitments to any the Feeder LLC (other than those contained in the Interest Agreements). The General Partner has timely contributed to the Partnership all amounts that it was required to contribute in which respect of the Capital Interest and the Carry Points Interests pursuant to the terms of the Partnership Agreement.
(iii) The Seller holds an Interest nor Holders have, in respect of the Capital Interest, participated in each investment made by the Partnership and have any been made on behalf not, in respect of it. Seller has not the Capital Interest, opted out of or to Seller’s Knowledge been excludedexcluded or excused, voluntarily or involuntarily, from participation in any investments of the PartnershipsPartnership pursuant to the terms of the Partnership Agreement or otherwise.
(iiiiv) The Seller has Holders have not received written notice from any Manager that (A) it received notice that either of them is required required, and to Seller’s knowledge Seller is not required, to return or “clawback” any Distributions distributions or portions of Distributions distributions previously received by it either of them from any Partnership the General Partner in which Seller holds an respect of the Capital Interest or Carry Points Interest, or (B) it received notice that either of them is in default or breachdefault, nor, to Seller’s Knowledgeknowledge, is there any reasonable basis for any valid claim that either of default or breachthem is in default, under any applicable Portfolio Property Interest Agreement. The General Partner is not in default under the Partnership Agreement or organizational agreement of any other GCP Fund. To Seller’s knowledge, no claims have been made upon which any Person is entitled to be indemnified by the General Partner pursuant to the GP Agreement.
(ivv) [ReservedNeither Seller Holder has, in respect of the Capital Interest, (A) elected to be treated as a “blocker partner” or (B) participated in any underlying investment of the Partnership through an entity treated as a corporation for United States federal income tax purposes. Neither Seller Holder has, in respect of the Capital Interest, participated in an underlying investment of a Partnership through any Parallel Investment Vehicle except as otherwise disclosed in writing to the Buyers.]
(vi) Seller shall remain responsible for and shall pay when due any Excluded Obligations.
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