Common use of Private Foundation Partners Clause in Contracts

Private Foundation Partners. Notwithstanding any provision of this Agreement to the contrary, any Member that is, or whose equity interests are at least partially owned by, a “private foundation” as described in Section 509 of the Code (a “Private Foundation Partner”), may elect to withdraw from the Fund, or upon demand by the Manager shall withdraw from the Fund, if either the Private Foundation Partner or the Manager shall obtain an opinion of counsel (which counsel shall be reasonably acceptable to both the Private Foundation Partner and the Manager) to the effect that such withdrawal is necessary in order for the Private Foundation Partner to avoid (a) excise taxes imposed by Subchapter A of Chapter 42 of the Code (other than Sections 4940 and 4942 thereof); or (b) a material breach of the fiduciary duties of its trustees under any federal or state law applicable to private foundations or any rule or regulation adopted thereunder by any agency, commission, or authority having jurisdiction. In the event of the issuance of the opinion of counsel referred to in the preceding sentence, the withdrawal of and disposition of the Private Foundation Partner’s Interest in the Fund shall be governed by Section 14.1, as if the Private Foundation Partner were an ERISA Partner.