Aggregating Partnership definition
Examples of Aggregating Partnership in a sentence
The general partner of the Aggregating Partnership is expressly authorized to make capital contributions or subscriptions and take such other actions to cause each Limited Partner to be a participant in, and be bound to the governing agreement of, an Alternative Vehicle.
The purposes and business of the Partnership shall be making investments (indirectly through HSEC Holdings L.P., a Delaware limited partnership treated as a partnership for U.S. federal income tax purposes (the “Aggregating Partnership”)) in accordance with the investment objectives and policies of the Aggregating Partnership as in effect from time to time and to engage in any other lawful activity as the General Partner may from time to time determine.
To the fullest extent permitted by applicable law, all references to the discretion or sole discretion of the General Partner (other than discretion or sole discretion that relates solely to the administration of the Partnership and that does not relate to the investment program of the Partnership or the Aggregating Partnership) are intended to be interpreted as the General Partner acting consistent with or at the direction of the general partner of the Aggregating Partnership.
For the avoidance of doubt, the Aggregating Partnership may serve as an Aggregating AIV for any Portfolio Entities of an Alternative Vehicle and the General Partner shall have full authority to interpret in good faith Section 6.9(b) and Section 6.10 and the other provisions of this Agreement to give effect to the intent of such provisions.
As the Partnership is formed for the purpose of investing in and conducting its investment program through the Aggregating Partnership, the General Partner shall rely conclusively on the valuations reported by the Aggregating Partnership in valuing the Partnership’s interest in the Aggregating Partnership.
For the avoidance of doubt, Subscriptions will only be accepted to the extent that the Aggregating Partnership agrees to a corresponding increase in the Partnership’s commitment to the Aggregating Partnership.
Each ERISA Limited Partner acknowledges and agrees that the assets of the Partnership may constitute “plan assets,” in each case within the meaning of ERISA, but it is intended that the discretion of the General Partner with respect to the management of the affairs and operations of the Partnership will be limited to take into account that the Partnership will serve as a passive conduit feeder through which investors may invest in the Aggregating Partnership.
To the fullest extent permitted by law, any reference herein to the Partnership may be considered, in the sole discretion of the General Partner and as the context requires, to be a reference to the Aggregating Partnership.
For the avoidance of doubt, the Partnership shall carry out the purposes described in this Section 1.4 through its investment in the Aggregating Partnership and all provisions of this Agreement shall be interpreted consistently with such intent.
Affiliate: with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided that Portfolio Entities shall not be Affiliates of the General Partner, the Management Company, and the Aggregating Partnership or the Partnership.