Pre-Closing Investments Clause Samples

Pre-Closing Investments. The General Partner and/or its Affiliates may make one or more Investments prior to the Initial Offering (each, a “Pre-Closing Investment”) that the General Partner determines are appropriate for the Partnership, and in such circumstances the Partnership may acquire interests in such Pre-Closing Investments from the General Partner and/or its Affiliates in accordance with this Section 4.1(d). Notwithstanding anything to the contrary contained herein, it is understood and/or agreed that (i) each Limited Partner, by acquiring Units, shall be deemed to have acknowledged and consented to any actual or potential conflicts of interest relating to any such Pre-Closing Investments, (ii) each Limited Partner, by executing its Subscription Agreement, shall be deemed to have acknowledged and/or consented to any arrangements and/or transactions relating to the transfer of such Pre-Closing Investments and such Limited Partner’s participation therein to the extent required by applicable law (including, without limitation, for purposes of Section 206(3) of the Advisers Act) and (iii) each Limited Partner, by acquiring Units, expressly acknowledges that the General Partner shall not be required to seek any additional consent from the Board of Directors or the Independent Directors in connection with any Pre-Closing Investments or any arrangements and/or transactions relating thereto as may otherwise be required under this Agreement.