Transfers from the Partnership to a New Vehicle Sample Clauses

Transfers from the Partnership to a New Vehicle. The General Partner may with Unanimous Consent and subject to laws, regulations, Tax and government policies and decrees, at the request of a Limited Partner, use its commercially reasonable endeavours to Transfer the entire Partnership Interest of such Limited Partner (a "Transferring Partner") from the Partnership to any other limited partnership, pooled investment vehicle or other entity and established under agreements containing substantially similar financial terms to the Partnership (each, for this purpose, a "New Vehicle"). In addition, the General Partner may, subject to laws, regulations, Tax and government policies and decrees, Transfer the entire Partnership Interest of any one or more Limited Partners (also, a "Transferring Partner") from the Partnership to a New Vehicle in the event that the General Partner determines that such a Transfer would be in the best interests of the Partnership and the Limited Partners as a whole. In such circumstances, any such Transferring Partner shall be released from its Commitment to the Partnership and shall be deemed to have made a corresponding commitment to the New Vehicle in an equal amount and corresponding adjustments shall be made to the proportions which existing Investments are held by the Partnership to reflect such Transfer. The Transferring Partner hereby appoints the General Partner in accordance with Clause 8.2.6 (Authority and Powers of the General Partner) for the purposes of the Transfer with full power of substitution, as its true and lawful representative and attorney-in-fact and agent, to execute, acknowledge, verify, swear to, deliver, record and file, in its name, place and stead any transfer or assignment documents or any other agreement or instrument that the General Partner deems appropriate in order to Transfer the rights and obligations of such Limited Partner to the New Vehicle and to admit such Limited Partner as an investor of the New Vehicle. The Transferring Partner shall pay all fees, costs and expenses incurred by the General Partner, the Business Innovation Consultant and the Partnership in connection with such Transfer and shall indemnify the General Partner, the Business Innovation Consultant and the Partnership in respect of any Taxes arising directly or indirectly in connection with such Transfer. For the avoidance of doubt, the General Partner shall not be obliged to effect any Transfer pursuant to this Clause 11.4 where such Transfer would result in any of the events s...
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Related to Transfers from the Partnership to a New Vehicle

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  • Manner of Conveyance; Limited Warranty; Nonrecourse; Etc THE CONVEYANCE OF ALL ASSETS, INCLUDING REAL AND PERSONAL PROPERTY INTERESTS, PURCHASED BY THE ASSUMING INSTITUTION UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY RECEIVER'S DEED OR RECEIVER'S XXXX OF SALE, "AS IS", "WHERE IS", WITHOUT RECOURSE AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS, EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTIBILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

  • When Must Distributions from a Xxxx XXX Begin Unlike Traditional IRAs, there is no requirement that you begin distribution of your account during your lifetime at any particular age.

  • What Forms of Distribution Are Available from a Xxxxxxxxx Education Savings Account Distributions may be made as a lump sum of the entire account, or distributions of a portion of the account may be made as requested.

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

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