Epstein Secrets

federal income tax purposes; (ii) the Transfer will not violate the Securities Act of 1933, as amended, or any other applicable federal, state or non-United States securities laws, rules or regulations; (iii) the Transfer will not cause some or all of the assets of the Partnership or any Series to be "plan a

Partner by such Limited Partner) shall cause the Partnership, the General Partner or any of their respective affiliates to be in violation of the [United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986, the United States International Money Laundering Abatement and Anti-Terro

satisfaction or discharge of any Partnership liabilities or those of any Series in excess of the balance of such Limited Partner's Capital Account. No Limited Partner shall be personally liable for the return of any portion of the Capital Contributions (or any return thereon) of any other Limited Partner.

SUBJECT TO THE GENERAL PARTNER'S ABILITY TO REJECT ANY COMMITMENT IN WHOLE OR IN PART. THE INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT), OR ANY UNITED STATES STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. THE I

TA00609521 VALAR Private Placement Memorandum 27 to accommodate the tax, regulatory or legal needs of investors (including, without limitation, non-United States investors) who would otherwise invest as Limited Partners of the Fund on substantially similar terms, including economic terms, as the Fund (collec

e Fund makes its first investment and thereby qualifies as a "venture capital operating company" under applicable Department of Labor regulations. No Limited Partner will be required to contribute any capital following the fifth anniversary of the date the first capital contribution is due except to the

SUBJECT TO THE GENERAL PARTNER'S ABILITY TO REJECT ANY COMMITMENT IN WHOLE OR IN PART. THE INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT), OR ANY UNITED STATES STATE SECURITIES LAWS OR THE LAWS OF ANY FOREIGN JURISDICTION. THE I

ary income on all or a portion of the gain from the sale of stock of a CFC. INVESTMENT BY THE PARTNERSHIP IN PASSIVE FOREIGN INVESTMENT COMPANIES. A non-United States corporation in which the Partnership invests may be classified as a passive foreign investment company ("PFJC') in one or more taxable years while t

e Fund makes its first investment and thereby qualifies as a "venture capital operating company" under applicable Department of Labor regulations. No Limited Partner will be required to contribute any capital following the fifth anniversary of the date of the first investment in a portfolio company excep

tner were subject to the highest blended federal, state and local marginal income tax rate then applicable to an individual residing in any state in the United States, applied by taking into account the character of the taxable income in question (i.e., long-term capital gains, ordinary income, etc.); and (y) all

ransfer of an interest in the Partnership prohibited by the events described in paragraphs 9.5(a) through 9.5(h). 9.4 Transfer by Limited Partner. No Limited Partner shall sell, assign, pledge, mortgage, or otherwise dispose of or transfer its interest in the Partnership, directly or indirectly, without t