Contract analysis

Section 1.1 — Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Partnership Agreement. In addition, the following terms shall have the meanings set forth below when used in this Agreement: "Applicable Law" means all applicable federal, state, local, and foreign laws, statutes, rules, regulations, ordinances, codes, and or

ARTICLE II — TRANSFER AND ASSUMPTION

Section 2.1 — Transfer of Interest. Subject to the terms and conditions of this Agreement and the Partnership Agreement, the Transferor hereby irrevocably transfers, assigns, conveys, and delivers to the Transferee, and the Transferee hereby accepts from the Transferor, all of the Transferor's right, title, and interest in and to the Transferred Interest, free and clear of all liens, encumbrances, pledges, security i

Section 2.2 — Effective Date. The transfer contemplated by this Agreement shall become effective on the date on which all conditions precedent set forth in Article V of this Agreement have been satisfied in full or waived by the General Partner in its sole discretion (such date, the "Transfer Date"). Until the Transfer Date, the Transferor shall retain all rights and obligations with respect to the Transferred Intere

Section 2.3 — Assumption of Obligations. From and after the Transfer Date, the Transferee hereby irrevocably assumes, and agrees to be bound by and to perform and discharge in a timely manner, all obligations and liabilities of the Transferor under the Partnership Agreement with respect to the Transferred Interest, including without limitation: (a) The obligation to fund all capital calls with respect to the Unfunded

Section 2.4 — Release of Transferor. From and after the Transfer Date, the Transferor shall be released from all obligations under the Partnership Agreement with respect to the Transferred Interest arising after the Transfer Date, and the General Partner and the Partnership hereby release and discharge the Transferor from such obligations, subject to the following: (a) The Transferor shall remain liable for any and a

Section 2.5 — Joinder to Partnership Agreement. The Transferee hereby agrees to be admitted to the Partnership as a limited partner with respect to the Transferred Interest and to be bound by and to comply with all terms, provisions, covenants, conditions, and restrictions of the Partnership Agreement as a limited partner, as if the Transferee were an original signatory thereto. This Agreement, together with the Join

Section 2.6 — Side Letter Provisions. Unless otherwise expressly agreed in writing by the General Partner, any side letter agreements, rights, concessions, or accommodations that are personal to the Transferor (including, without limitation, fee discounts, co-investment rights, advisory committee seats, reporting enhancements, or other preferential terms) shall not transfer to the Transferee and shall terminate with

Section 3.1 — Purchase Price. In consideration for the transfer and assignment of the Transferred Interest by the Transferor to the Transferee, the Transferee shall pay to the Transferor the sum of $[●] (the "Purchase Price"), payable by wire transfer of immediately available funds in United States dollars on or prior to the Transfer Date to such bank account as the Transferor shall designate in writing to the Transf

Section 3.2 — Adjustments. The Parties shall make such equitable adjustments to the Purchase Price as may be necessary to account for any capital calls funded, distributions received, or allocations of income, gain, loss, deduction, or credit made with respect to the Transferred Interest between the date of this Agreement and the Transfer Date. Any such adjustments shall be computed in good faith by the Parties, with

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of the Transferor. The Transferor hereby makes the following representations and warranties to the Transferee and the General Partner as of the date hereof and as of the Transfer Date: (a) Authority. The Transferor has full power, authority, and legal capacity to execute, deliver, and perform this Agreement and to transfer the Transferred Interest as contemplated hereby. T

Section 4.2 — Representations and Warranties of the Transferee. The Transferee hereby makes the following representations and warranties to the Transferor and the General Partner as of the date hereof and as of the Transfer Date: (a) Authority. The Transferee has full power, authority, and legal capacity to execute, deliver, and perform this Agreement and to assume all obligations of the Transferor with respect to th

Section 4.3 — Representations and Warranties of the General Partner. The General Partner hereby represents and warrants to the Transferor and the Transferee as of the date hereof and as of the Transfer Date that: (a) the General Partner has full power and authority to consent to the transfer of the Transferred Interest pursuant to the terms of the Partnership Agreement and to execute and deliver this Agreement; (b) a

ARTICLE V — CONDITIONS PRECEDENT TO TRANSFER

Section 5.1 — Conditions to Obligations of All Parties. The obligation of the Parties to consummate the transfer of the Transferred Interest is subject to the satisfaction (or waiver by the General Partner in accordance with Section 5.2) of each of the following conditions precedent on or prior to the Transfer Date: (a) General Partner Consent. The General Partner (Harrowgate Fund V GP LLC) shall have provided its wr

Section 5.2 — Waiver. Any one or more of the conditions set forth in Section 5.1 may be waived in writing by the General Partner in its sole and absolute discretion. No waiver of any condition shall be deemed a waiver of any other condition or a waiver of the same condition with respect to any subsequent transfer or transaction.

Section 6.1 — Tax Allocations. The Transferor and the Transferee agree that all items of income, gain, loss, deduction, and credit allocable to the Transferred Interest for the fiscal year of the Partnership in which the Transfer Date occurs shall be allocated between the Transferor and the Transferee in accordance with Section 706(d) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations prom

Section 6.2 — Tax Returns and K-1s. The Partnership shall provide IRS Schedule K-1 (Form 1065) to each of the Transferor and the Transferee reflecting allocations of items of income, gain, loss, deduction, and credit for their respective portions of the fiscal year of the Partnership (the Partnership's fiscal year being the calendar year ending December 31) in which the Transfer Date occurs. The Transferor and the Tr

Section 6.3 — Transfer Taxes. All transfer, stamp, documentary, recording, and similar taxes, duties, fees, and charges imposed by any governmental authority on or in connection with the transfer of the Transferred Interest (collectively, "Transfer Taxes") shall be borne by [the Transferor / the Transferee / equally by the Transferor and the Transferee] [to be specified by the Parties]. The Party or Parties responsib

Section 6.4 — Section 754 Election. The Transferee acknowledges that the Partnership [has / has not] made an election under Section 754 of the Internal Revenue Code of 1986, as amended. If such election has been made (or is subsequently made), any adjustment to the basis of Partnership assets under Section 743(b) of the Code resulting from the transfer of the Transferred Interest shall be for the sole account of the

ARTICLE VII — EXPENSES; INDEMNIFICATION

Section 7.1 — Transfer Expenses. All reasonable out-of-pocket costs and expenses incurred by the General Partner, Harrowgate Capital Partners LLC, and the Partnership in connection with the evaluation, negotiation, documentation, and consummation of the transfer of the Transferred Interest (collectively, "Transfer Expenses") shall be borne by [the Transferor and the Transferee, jointly and severally / the Transferee

Section 7.2 — Indemnification by Transferee. The Transferee hereby agrees to indemnify, defend, and hold harmless the Partnership, the General Partner, Harrowgate Capital Partners LLC, and their respective partners, members, officers, directors, managers, employees, agents, and representatives (each, an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, costs, and expenses (includ

Section 7.3 — Indemnification by Transferor. The Transferor hereby agrees to indemnify, defend, and hold harmless the Partnership, the General Partner, Harrowgate Capital Partners LLC, and the Transferee from and against any and all Losses arising out of, relating to, or resulting from: (a) any breach or inaccuracy of any representation or warranty made by the Transferor in this Agreement, whether as of the date here

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The provisions of the Delaware

Section 8.2 — Dispute Resolution / Jurisdiction. Any dispute, controversy, or claim arising under, out of, or in connection with this Agreement (including any question regarding its existence, validity, interpretation, performance, breach, or termination) shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to

Section 8.3 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered by hand; (b) when sent by electronic mail (with confirmation of transmission); (c) one (1) business day after being sent by recognized overnight delivery service (such as Severin Partners LLC or

Section 8.4 — Entire Agreement. This Agreement (including the Recitals, Schedules, and Exhibits attached hereto, each of which is incorporated herein by reference), together with the Partnership Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof — namely, the transfer of the Transferred Interest — and supersedes all prior negotiations, discussions, agreements, unde

Section 8.5 — Amendment. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all Parties hereto. No course of dealing between or among any of the Parties shall be deemed effective to modify, amend, or discharge any part of this Agreement or any rights or obligations of any Party under or by reason of this Agreement.

Section 8.6 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither this Agreement nor any rights hereunder may be assigned by any Party without the prior written consent of the other Parties, except that the rights and obligations of the

Section 8.7 — Severability. If any provision of this Agreement, or the application of such provision to any person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision to other persons or circumstances, shall not be affected thereby, and the Parties shall negotiate in good faith to replace the inv

Section 8.8 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including portable document format (.pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Ac

Section 8.9 — No Third-Party Beneficiaries. Except for the Indemnified Parties expressly identified in Article VII, this Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity other than the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall create any third-party benefici

Section 8.10 — Confidentiality. The Transferee acknowledges and agrees to be bound by the confidentiality provisions of the Partnership Agreement, including, without limitation, the obligation to maintain the confidentiality of (a) the terms and conditions of this Agreement, (b) the identity of other limited partners of the Partnership, (c) all non-public information regarding the Partnership, its portfolio investmen

Section 8.11 — Further Assurances. Each Party agrees to execute, acknowledge, and deliver such additional documents, instruments, conveyances, and assurances and to take such further actions as may be reasonably requested by any other Party or by the General Partner to carry out the purposes and intent of this Agreement and to effectuate the transfer of the Transferred Interest and the assumption of obligations conte