Opt Out Election shall have the meaning assigned to such term in Section 9.9(b).
Organization and Offering Expenses means the fees, costs and expenses of and incidental to organizing and funding the Partnership, including the offer and sale of the Units. The Organization and Offenng Expenses shall not include any placement agent fees or expenses and shall not exceed $300,000.
Organization Date means____________________________ .
Partner means the General Partner or
any Limited Partner.
Partnership means _________________________ , LP,
a Delaware limited
partnership, as it may from time to time be constituted.
Partnership Return means the
Partnership's U.S. federal income tax return.
Permitted Investments means the
investments specified in Section 3.1.
Permitted
Reinvestment Amounts shall mean, with respect to any Partner, the sum of:
(1) the amount of Capital Contnbutions contributed by such Partner pursuant to
Sections 7.2 but made the subject of a distribution pursuant to Section
8.2(a)(n)(A) during the Investment Period and which such distribution was
identified at the time of distnbution as subject to recall; (u) the amount of
any Capital Contnbution by a Partner pursuant to Section 7.2 which is returned
to such Partner within 120 days of such Capital Contnbution in lieu of its
application to make an investment in a Portfolio Company or to pay Partnership
Expenses and which such distribution was identified at the time of distnbution
as subject to recall; and (in) the amount distributed to a Partner pursuant to
Section 7.2(c)(m) (excluding any interest component) with respect to a pnor
Capital Contnbution by such Partner and which such distnbution was identified
at the time of distnbution as subject to recall.
Permitted
Transfer means a transfer or assignment for which (X) the General Partner has
determined in good faith that such assignment or transfer is being made to an
Affiliate of a Limited Partner, or (Y) such