Special Partner definition
Examples of Special Partner in a sentence
Any such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on any such person by law or otherwise, and a Limited Partner or Special Partner shall have no claim against the Partnership, the General Partner or any of their Affiliates for any form of damages or liability as a result of actions taken by the foregoing in order to comply with any disclosure obligations that the foregoing reasonably believe are required by law, regulation or otherwise.
Each Estate Planning Vehicle will be a Nonvoting Special Partner.
Each additional Partner shall have such voting rights as may be determined by the General Partner unless, upon the admission to the Partnership of any Special Partner, the General Partner shall designate that such Special Partner shall not have such voting rights (any such Special Partner being called a “Nonvoting Special Partner”).
Each Limited Partner and Special Partner represents and warrants that such Partner understands that the Interests have not been registered under the Securities Act, and therefore such Interests may not be resold without registration under the Securities Act or exemption from such registration, and that accordingly such Partner must bear the economic risk of an investment in the Partnership for an indefinite period of time.
Each Limited Partner and Special Partner represents that such Partner’s overall commitment to the Partnership and other investments which are not readily marketable is not disproportionate to the Partner’s net worth and the Partner has no need for liquidity in the Partner’s investment in Interests.
Each Limited Partner and Special Partner agrees to provide such cooperation and assistance, including but not limited to properly executing and providing to the Partnership in a timely manner any tax or other documentation or information that may be reasonably requested by the Partnership or the General Partner.
Such Limited Partner and the Nonvoting Special Partner shall be jointly and severally liable for all obligations of both such Limited Partner and such Nonvoting Special Partner with respect to the Partnership, as the case may be.
Special Partners shall not be required to make capital contributions to the Partnership except as specifically set forth in this Agreement or as they otherwise agree; provided, that the General Partner and any Special Partner may agree from time to time that such Special Partner shall make an additional capital contribution to the Partnership.
Each Limited Partner and Special Partner represents and warrants, unless otherwise agreed to by the General Partner in writing, that such Partner is both an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and a “qualified purchaser” or a “knowledgeable employee” within the meaning of the Investment Company Act of 1940, as amended (and the rules and regulations promulgated thereby).
Each Limited Partner and Special Partner represents that such Partner has such knowledge and experience in financial and business matters, that such Partner is capable of evaluating the merits and risks of an investment in the Partnership, and that such Partner is able to bear the economic risk of such investment.