EXCUSED INVESTMENTS. The General Partner may, in its sole discretion, excuse, in whole or in part, any Limited Partner from participation in any Portfolio Investment if the General Partner, in its sole discretion, has determined that any such participation (I) may constitute a conflict of interest for such Limited Partner, the Partnership or any other Co-Investment Fund, (II) may subject such Limited Partner, the Partnership or any other Co-Investment Fund to a material tax or material regulatory requirement to which it or they would not otherwise be subject, or which is reasonably likely to materially increase any such material tax or material regulatory requirement beyond what it would otherwise have been, or (III) may cause a Material Adverse Effect. In the event that, pursuant to the immediately preceding sentence, the General Partner excuses a Profits Limited Partner with respect to participation in a Portfolio Investment, the Associated Contribution of the Employer Limited Partner associated with such Profits Limited Partner shall be excused. For the avoidance of doubt, there will be no reduction in the Remaining Associated Commitment of an Employer Limited Partner with respect to an excused Profits Limited Partner associated with such Employer Limited Partner.
EXCUSED INVESTMENTS. (a) If, within ten (10) Business Days after a Limited Partner has been given a Capital Call Notice pursuant to Section 3.3(a), such Limited Partner delivers to the General Partner a written opinion that satisfies the requirements of the following sentence, then such Limited Partner shall be excused from all of its obligation to make a Capital Contribution relating to that Investment (or that part of its obligation which would cause a violation as referred to below). The opinion referred to in the preceding sentence shall be a written opinion of counsel to such Limited Partner (which opinion and counsel shall be reasonably satisfactory to the General Partner) that there is a substantial likelihood that its participation (or in the case of an excuse from part but not all of its obligation, the part of its participation in question) in such Investment would cause a material violation of any law or regulation to which it is subject. If and when this requirement is satisfied, the General Partner shall notify each other Limited Partner of the excuse of such Limited Partner and shall deliver a new notice to each other Limited Partner indicating the additional payment with respect to its Capital Contribution to be made in respect of such Investment, and each such Partner shall make such additional payment within five (5) Business Days after having been given such new notice. Additional amounts called for pursuant to this Section 3.4(a) shall be made by each such other Limited Partner in an amount which bears the same ratio to the aggregate of the amounts payable by all such other Limited Partners as such other Limited Partner's Unused Capital Commitment bears to the Unused Capital Commitment of all such other Limited Partners.
EXCUSED INVESTMENTS. The General Partner may, in its sole discretion, excuse any Limited Partner from participation in any investment of the Company if the General Partner has determined, in its sole discretion, that such investment may constitute a conflict of interest for such Limited Partner.
EXCUSED INVESTMENTS. A Partner may be excused by the General Partner from making a Capital Contribution with respect to a Portfolio Investment (an "Excused Investment" and such Partner, an “Excused Partner”) if (i) such Limited Partner reasonably determines that the making of such Capital Contribution as set forth in the Notice of Drawdown is prohibited by a law or regulation applicable to such Limited Partner and delivers an opinion of counsel (which opinion and counsel shall be reasonably satisfactory to the Partnership) to such effect or (ii) the General Partner determines, after consultation with counsel, that the making of such Capital Contribution as set forth in the Notice of Drawdown is prohibited by a law or regulation. If a Limited Partner is excused from a Capital Contribution under this Section 2.7, the General Partner may, in its sole discretion (i) reduce the amount of such Excused Partner's Remaining Capital Commitment to the Partnership by the amount that such Partner would otherwise have been required to contribute to the Partnership in respect of the Excused Investment or (ii) increase the amount of any future Drawdown from an Excused Partner relating to future Portfolio Investments, provided that any such increase shall not exceed the amount of the prior Drawdown for which such Limited Partner was excused. A Limited Partner that is excused from a Portfolio Investment under this Section 2.7 shall have no right to receive any distributions, or allocations of income, gain, losses, credits and deductions, in respect of such Excused Investment.
EXCUSED INVESTMENTS. 12 SECTION 6 - CAPITAL ACCOUNTS; DISTRIBUTIONS...................................13
EXCUSED INVESTMENTS. 12 5.3 DEFAULTING LIMITED PARTNERS.....................................12 5.4 TERMINATION OF EMPLOYMENT (OTHER THAN TIER 1 LIMITED PARTNERS)..15 5.5 TERMINATION OF A TIER 1 LIMITED PARTNER.........................17 5.6 SPECIAL CONSEQUENCES OF TERMINATION OF ANY PROFITS LIMITED PARTNER.........................................................18 5.7
EXCUSED INVESTMENTS. The General Partner may, in its sole discretion, excuse, in whole or in part, any Limited Partner from participation through the Partnership in (including without limitation making a Capital Contribution with respect to) any investment of Trident II, if the General Partner has determined, in its sole discretion, that any such participation may constitute a conflict of interest for such Limited Partner, the Partnership or Trident II.
