Common use of Alternative Investment Structure Clause in Contracts

Alternative Investment Structure. (a) If the General Partner determines in its sole discretion that for legal, tax or regulatory reasons it is in the best interests of some or all of the Partners that an Investment be made through an alternative investment structure, the General Partner shall be permitted to structure the making of all or any portion of such Investment by requiring any Partner or Partners to make such Investment either directly or indirectly through an Alternative Vehicle. The Partners shall be required to make Capital Contributions directly to each such Alternative Vehicle, to the same extent, for the same purposes and on the same terms and conditions as Partners are required to make Capital Contributions to the Partnership, and such Capital Contributions shall reduce the Unused Capital Commitment of the Partners to the same extent as if Capital Contributions were made to the Partnership with respect thereto. Each Partner shall have the same economic interest (on a pre-tax basis) in all material respects in Investments made pursuant to this Section 2.8(a) as such Partner would have if such Investment had been made solely by the Partnership, and the other terms of any such Alternative Vehicle shall be substantially identical in all material respects to those of the Partnership, except for differences required for tax or regulatory reasons. Such Alternative Vehicle (or the entity in which such Alternative Vehicle invests) shall provide for the limited liability of the Limited Partners as a matter of the organizational documents of such Alternative Vehicle (or the entity in which such Alternative Vehicle invests) and as a matter of local law. The General Partner or an Affiliate thereof will serve as the general partner (or equivalent thereof) with respect to such Alternative Vehicle. Subject to applicable legal, tax and regulatory considerations any Alternative Vehicle shall terminate upon the termination of the Partnership. (b) The determination of the allocations and distributions pursuant to Article IV, the Giveback and the Clawback Amount shall be calculated by treating investments made by any Alternative Vehicles as having been made by the Partnership. For purposes of calculating the tax in the definition of Clawback Amount, Losses pertaining to Carried Interest Distributions and allocated to the General Partner, to the extent the deduction of such Losses is limited, deferred or disallowed under the tax law, shall not be treated as reducing capital gains and taxable income from Investments made by Alternative Vehicles, nor shall Losses from Alternative Vehicles pertaining to Carried Interest Distributions from such Alternative Vehicles and allocated to the general partner of such Alternative Vehicles, to the extent the deduction of such Losses is limited, deferred or disallowed under the tax law, be treated as reducing capital gains and taxable income from the Partnership unless such capital gains and taxable income are recognized in the year of the dissolution of the Partnership pursuant to Section 10.1 (but then only to the extent of the Clawback Amount with respect to such Alternative Vehicle). For purposes of the obligation of the General Partner to contribute the Clawback Amount to the Partnership pursuant to Section 10.3(a), the Clawback Amount shall be allocated among, and contributed to the capital of, the Partnership and/or any Alternative Vehicles in proportion to the negative capital account balance (immediately prior to the contribution of the Clawback Amount), if any, of the General Partner in each such Alternative Vehicle. If an Alternative Vehicle is not treated as a partnership for income tax purposes, the calculations described in this Section 2.8(b) shall be made as if such Alternative Vehicle were a partnership except that any taxes imposed on such entity shall be a deduction from Profit and Losses. If the General Partner determines in its reasonable discretion that the Alternative Vehicles shall not be treated as a partnership, the calculations described in this Section 2.8(b) shall be made as if the Alternative Vehicle were not a partnership. Notwithstanding the foregoing, allocations and distributions pursuant to Article IV, the Giveback and the Clawback Amount may be calculated separately from such amounts of a particular Alternative Vehicle (and vice versa) with the approval of Two-Thirds in Interest of the Limited Partners.

Alternative Investment Structure. (a) If the General Partner determines in its sole discretion good faith that for legal, tax tax, regulatory or regulatory other reasons it is in the best interests of some or all of the Partners that an Investment be made through an alternative investment structure, the General Partner shall be permitted to structure the making of all or any portion of such Investment outside of the Partnership, by requiring any Partner or Partners to make such Investment either directly (which shall not include a general partner interest or other similar interest) or indirectly through a partnership or other vehicle (other than the Partnership) that will invest on a parallel basis (and on effectively the same economic terms) with or in lieu of the Partnership, as the case may be (any such structure or vehicle, an "Alternative Investment Vehicle"). The Partners investing through such Alternative Investment Vehicle shall be required to make Capital Contributions directly capital contributions to each such Alternative Vehicle, Investment Vehicle to the same extent, for the same purposes and on the same terms and conditions as Partners are required to make Capital Contributions to the Partnership, and such Capital Contributions capital contributions shall reduce the Unused Unpaid Capital Commitment Commitments of the Limited Partners to the same extent as if Capital Contributions were made to the Partnership with respect thereto. Each Partner shall have the same economic interest (on a pre-tax basis) in all material respects in Investments made pursuant to this Section 2.8(a) 2.9 as such Partner would have if such Investment had been made solely by the Partnership, and the other terms of any such Alternative Investment Vehicle shall be substantially identical in all material respects to those of the Partnership, except for differences required for tax or regulatory reasons. Such to the maximum extent applicable; PROVIDED that such Alternative Investment Vehicle (or the entity in which such Alternative Investment Vehicle invests) shall provide for the limited liability of the Limited Partners as a matter of the organizational documents of such Alternative Investment Vehicle (or the entity in which such Alternative Investment Vehicle invests) and as a matter of local law. The ; PROVIDED, FURTHER, that the General Partner or an Affiliate thereof will serve as the general partner (or equivalent thereof) in some other similar fiduciary capacity with respect to such Alternative Investment Vehicle. Subject to applicable legal, tax and regulatory considerations any Alternative Vehicle shall terminate upon the termination of the Partnership. (b) The determination of the allocations and distributions pursuant to Article IV, the Giveback and the Clawback Amount shall be calculated by treating investments made by any Alternative Vehicles as having been made by the Partnership. For purposes of calculating the tax in the definition of Clawback Amount, Losses pertaining to Carried Interest Distributions and allocated to the General Partner, to the extent the deduction of such Losses is limited, deferred or disallowed under the tax law, shall not be treated as reducing capital gains and taxable income from Investments made by Alternative Vehicles, nor shall Losses from Alternative Vehicles pertaining to Carried Interest Distributions from such Alternative Vehicles and allocated to the general partner of such Alternative Vehicles, to the extent the deduction of such Losses is limited, deferred or disallowed under the tax law, be treated as reducing capital gains and taxable income from If the Partnership unless such capital gains and taxable income are recognized in the year of the dissolution of the Partnership pursuant to Section 10.1 (but then only to the extent of the Clawback Amount with respect to such makes an Investment through an Alternative Vehicle). For purposes of the obligation of Investment Vehicle the General Partner may make a distribution to contribute the Clawback Amount Limited Partners in order to the Partnership pursuant permit them to Section 10.3(a), the Clawback Amount shall be allocated among, and contributed to the capital of, the Partnership and/or any Alternative Vehicles in proportion to the negative capital account balance (immediately prior to the contribution of the Clawback Amount), if any, of the General Partner in each such Alternative Vehicle. If an Alternative Vehicle is not treated as a partnership for income tax purposes, the calculations described in this Section 2.8(b) shall be made as if such Alternative Vehicle were a partnership except that any taxes imposed on such entity shall be a deduction from Profit and Losses. If the General Partner determines in its reasonable discretion that fund the Alternative Vehicles shall not be treated as a partnership, the calculations described in this Section 2.8(b) shall be made as if the Alternative Vehicle were not a partnership. Notwithstanding the foregoing, allocations and distributions pursuant to Article IV, the Giveback and the Clawback Amount may be calculated separately from such amounts of a particular Alternative Vehicle (and vice versa) with the approval of Two-Thirds in Interest of the Limited PartnersInvestment Vehicle.

Alternative Investment Structure. (a) If the General Partner determines in its sole discretion good faith that for legal, tax tax, regulatory or regulatory other similar reasons it is would be in the best interests of some or all of the Partners that to purchase or otherwise acquire an Eligible Investment be made through an alternative investment structurestructure (such structure shall be referred to as an “Alternative Investment Vehicle”), the General Partner shall be permitted to structure the making of all or any portion of such Investment outside of the Partnership, by requiring any Partner or Partners to make such Investment either directly through one or indirectly through an Alternative Vehiclemore entities other than the Partnership that will invest on a parallel basis with, or in lieu of, the Partnership, as the case may be. The Partners shall be required to make Capital Contributions directly to each such Alternative Vehicle, Investment Vehicle to the same extent, for the same purposes and on the same terms and conditions conditions, as Partners are required to make Capital Contributions to the Partnership, and such Capital Contributions shall reduce the Unused Capital Commitment of the Partners to the same extent as if Capital Contributions were made to the Partnership with respect thereto. Each Partner shall have the same economic interest (on a pre-tax basis) interest, in all material respects respects, in Investments made through an Alternative Investment Vehicle pursuant to this Section 2.8(a) 2.10(a), as such Partner would have if such Investment Investments had been made solely by the Partnership, and the other terms of any such Alternative Vehicle vehicle shall be substantially identical in all material respects to those of the Partnership, except for differences required for tax or regulatory reasons. Such to the maximum extent applicable; provided that: (i) such Alternative Investment Vehicle (or the entity in which such Alternative Investment Vehicle invests) shall provide for the limited liability of the Limited Partners and, to the extent practicable, the General Partner, as a matter of the organizational documents of such Alternative Investment Vehicle (or the entity in which such Alternative Investment Vehicle invests) and as a matter of local law. The General Partner law to the same extent in all material respects as is provided to the Partners under the Act and this Agreement or an Affiliate thereof will on more favorable terms to the extent practicable; (ii) the Partners shall serve as the general partner (or equivalent thereof) in a similar management role with respect to such Alternative Investment Vehicle. Subject ; (iii) distributions of cash and other property and the allocations of income, gain, loss, deduction, expense and credit from such Alternative Investment Vehicle, and the determination of allocations and distributions pursuant to applicable legal, tax Articles IV and regulatory considerations V and of any clawback payment pursuant to Section 5.4 shall be determined as if each Investment made by such Alternative Investment Vehicle shall terminate upon the termination of were an Investment made by the Partnership; and (iv) such Alternative Investment Vehicle shall, to the extent applicable, have terms similar in all substantive respects to those contained in this Agreement. (b) The determination General Partner shall have the discretion to apply and modify the provisions of this Agreement in order to effectuate the allocations and distributions pursuant to Article IV, the Giveback and the Clawback Amount shall be calculated by treating investments made by any Alternative Vehicles as having been made by the Partnership. For purposes of calculating the tax in the definition of Clawback Amount, Losses pertaining to Carried Interest Distributions and allocated to the General Partner, to the extent the deduction intent of such Losses is limitedprovisions as they may relate to, deferred or disallowed under the tax lawbe affected by, shall any Investment Vehicle, whether or not be treated as reducing capital gains and taxable income from Investments made by Alternative Vehicles, nor shall Losses from Alternative Vehicles pertaining express reference to Carried Interest Distributions from such Alternative Vehicles and allocated to the general partner of such Alternative Vehicles, to the extent the deduction of such Losses is limited, deferred or disallowed under the tax law, be treated as reducing capital gains and taxable income from the Partnership unless such capital gains and taxable income are recognized in the year of the dissolution of the Partnership pursuant to Section 10.1 (but then only to the extent of the Clawback Amount with respect to such Alternative Vehicle). For purposes of the obligation of the General Partner to contribute the Clawback Amount to the Partnership pursuant to Section 10.3(a), the Clawback Amount shall be allocated among, and contributed to the capital of, the Partnership and/or any Alternative Vehicles in proportion to the negative capital account balance (immediately prior to the contribution of the Clawback Amount), if any, of the General Partner in each such Alternative Vehicle. If an Alternative Investment Vehicle is not treated as a partnership for income tax purposes, the calculations described included in this Section 2.8(b) shall be made as if such Alternative Vehicle were a partnership except that any taxes imposed on such entity shall be a deduction from Profit and Losses. If the General Partner determines in its reasonable discretion that the Alternative Vehicles shall not be treated as a partnership, the calculations described in this Section 2.8(b) shall be made as if the Alternative Vehicle were not a partnership. Notwithstanding the foregoing, allocations and distributions pursuant to Article IV, the Giveback and the Clawback Amount may be calculated separately from such amounts of a particular Alternative Vehicle (and vice versa) with the approval of Two-Thirds in Interest of the Limited Partnersprovisions.