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Contract analysis / co-investment-allocation-policy.docx
co-investment-allocation-policy.docx
1001-00002 · 7 clauses
High · 0 Medium · 2 Standard · 0
1. To establish a consistent, fair, and transparent framework for the allocation of co-in
1. To establish a consistent, fair, and transparent framework for the allocation of co-investment opportunities among eligible participants, including: (a) Limited Partners of the Fund, (b) the General Partner (Ardent Capital GP III LLC), (c) members of Ardent Capital Holdings LLC ("HoldCo"), and (d) their respective affiliates.
2. To ensure that all co-investment allocation decisions are made in compliance with (i) Medium
⚑ Forum / governing law
2. To ensure that all co-investment allocation decisions are made in compliance with (i) the Amended and Restated Agreement of Limited Partnership of the Fund, as amended by Amendment No. 1, effective February 28, 2024 (the "LPA"), (ii) all applicable side-letter commitments entered into between the General Partner (or its affiliates) and the Limited Partners, and (iii) the fiduciary duties owed by the General Partne
3. To provide clarity to all eligible co-investors regarding the procedures, priorities,
3. To provide clarity to all eligible co-investors regarding the procedures, priorities, and allocation methodology that will govern co-investment decisions for the remainder of the Fund's term, taking into account the management company restructuring described in Section 1.2 below and the resulting changes to the roster of eligible co-investors and their respective allocation percentages.
4. To serve as a reference document for the ManCo's investment professionals, compliance Medium
⚑ Liability cap to check against exposure
4. To serve as a reference document for the ManCo's investment professionals, compliance personnel, and outside counsel in connection with the structuring and execution of co-investment transactions. This Policy is supplemental to, and should be read in conjunction with, the LPA, the applicable side letters, and the other governing documents referenced herein. In the event of any conflict between this Policy and the
4. Minimum and maximum allocation thresholds are per Co-Investment Opportunity.
4. Minimum and maximum allocation thresholds are per Co-Investment Opportunity.
5. Side Letter Ref. refers to the section of the applicable side letter in which the co-i
5. Side Letter Ref. refers to the section of the applicable side letter in which the co-investment priority right is set forth.
6. The terms summarized in this Exhibit are for reference purposes only. In the event of
6. The terms summarized in this Exhibit are for reference purposes only. In the event of any discrepancy between this summary and the actual terms of a side letter, the side letter shall control. EXHIBIT B HoldCo Member Allocation Table The following table sets forth the co-investment allocation percentages applicable to HoldCo Members when a co-investment tranche (or any portion thereof) is allocated to HoldCo Membe