Common use of Alternative Investment Structures Clause in Contracts

Alternative Investment Structures. 2.4.1 Alternative Vehicles If the General Partner determines that for legal, tax, regulatory or other similar reasons an investment should be made or otherwise held through an alternative investment structure, the General Partner will be permitted to structure the making or holding of all or any portion of such investment outside of the Fund by requiring any Partner or Partners to make or hold such investment through one or more partnerships or other vehicles (each, an “Alternative Vehicle”) that directly or indirectly will invest in or otherwise directly or indirectly hold such investment on a parallel basis with or in lieu of the Fund, as the case may be. If the General Partner determines, in its sole discretion, that some or all of a Limited Partner’s indirect interest in an Investment held through the Fund should be held through an Alternative Vehicle (or, with respect to an investment held through an Alternative Vehicle, vice versa), or that an investment held through an Alternative Vehicle should be held through a different Alternative Vehicle, after the consummation thereof, the General Partner may, in its sole discretion, cause the Fund to transfer all or the relevant portion of the Investment to an Alternative Vehicle (and vice versa) or between Alternative Vehicles. The General Partner may, where it determines it to be appropriate and notwithstanding any other provision of this Section 2.4, structure an Alternative Vehicle to hold more than one investment and, where applicable, may admit (a) one or more Corporations formed pursuant to Section 2.4.4 as a limited partner thereof corresponding to one or more underlying investments and/or (b) one or more co-investors into any Alternative Vehicle on such terms and conditions as the General Partner determines, so long as the General Partner determines in good faith that (i) the governance and economic rights of the Limited Partners in such Alternative Vehicle correspond to the rights of such Limited Partners in the Fund and (ii) the admission of co-investors into such Alternative Vehicle does not adversely affect the rights and obligations of any Limited Partners admitted to such Alternative Vehicle in any material respect. To the extent Investments are transferred among and between the Fund and Alternative Vehicles after the consummation of such Investments, any such transfer shall be made at cost unless otherwise approved by the Advisory Committee. The General Partner may, where it determines it to be appropriate, admit any limited partner (or similar interest holder) of the Euro Fund or any limited partner of any other Parallel Vehicle (each, a “Parallel Investor”) as a limited partner (or similar interest holder) of any Alternative Vehicle (including any Corporation formed pursuant to provisions in the governing agreement of such Parallel Vehicle comparable to Section 2.4.4). In such case, references in this Section 2.4 to Electing Limited Partners or Direct Limited Partners shall include any such Parallel Investors, as appropriate, and references to the Fund and this Agreement shall, with respect to a Parallel Investor, be deemed to refer to the Parallel Vehicle in which such Parallel Investor is a limited partner (or similar interest holder) and such Parallel Vehicle’s governing agreements, as appropriate. Any Alternative Vehicle (or an entity in which such Alternative Vehicle invests) will provide for the limited liability of the Limited Partners as a matter of the organizational documents of such Alternative Vehicle (or entity in which such Alternative Vehicle invests) and as a matter of local law. The obligations of the General Partner set forth in Section 2.3.1, Section 2.3.2 and Section 7.3.5 will apply with respect to investments made pursuant to this Section 2.4. 2.4.2 AIV Agreement Investments made through an Alternative Vehicle will be made, subject to Section 2.4.3 and Section 2.4.4, pursuant to an AIV Agreement substantially similar in form and substance to this Agreement (with such changes as are warranted by the law of the jurisdiction in which such Alternative Vehicle is formed, or by the form of such entity, or to address the legal, tax, regulatory or other similar reasons for which the Alternative Vehicle was established, or to accommodate any co-investor admitted in accordance with Section 2.4.1, in each case, as reasonably determined by the General Partner in consultation with counsel; provided that any change from this Agreement (or, with respect to any previously approved AIV Agreement, such previously approved AIV Agreement) that would have a material adverse effect on the Limited Partners must be approved by (a) the Advisory Committee or (b) a Majority in Interest of the Limited Partners (or a Majority in Interest of the Combined Limited Partners if any Parallel Investors who are also limited partners (or similar interests holders) of such Alternative Vehicle would be similarly affected). The General Partner will provide each Limited Partner with a copy of the AIV Agreement of any Alternative Vehicle through which such Limited Partner is required to make an investment as soon as reasonably practicable following the finalization and adoption of such AIV Agreement. If the General Partner establishes an Alternative Vehicle with respect to which the jurisdiction of formation is outside of the United States, the Cayman Islands, the Republic of Ireland, Canada, Singapore, Luxembourg or the United Kingdom, the General Partner shall obtain written legal advice in connection with the formation of such Alternative Vehicle substantially to the effect that the limited liability of the investors in such Alternative Vehicle will be recognized as a matter of local law and to the same extent in all material respects as is provided to such investors under this Agreement; provided that such written advice need only be obtained in respect of the first such Alternative Vehicle in any jurisdiction; provided further that the General Partner shall obtain confirmation from counsel that the relevant conclusions of such written advice remain true and correct in all material respects at the time of any subsequent Portfolio Investment through such Alternative Vehicle or any other Alternative Vehicle in such jurisdiction.

Appears in 1 contract

Samples: Limited Partnership Agreement

AutoNDA by SimpleDocs

Alternative Investment Structures. 2.4.1 Alternative Vehicles If the General Partner Board of Managers determines that for legal, tax, regulatory or other similar reasons it is in the best interests of some or all of the Members that an investment should by the Company be made or otherwise held through an alternative investment structurestructure (including, through a non-United States limited partnership, a non-United States limited liability company, or other similar vehicle, formed for the purpose of making investments outside the United States) (an “Alternative Investment Vehicle”), the General Partner will be permitted Board of Managers may cause the Company to structure the making or holding of all or any portion of such investment outside of the Fund Company (or restructure any such investment or Alternative Investment Vehicle), by requiring any Partner Member or Partners Members to make or hold such investment through one or more partnerships or other vehicles (each, an “Alternative Vehicle”) that directly or indirectly through separate limited partnerships, limited liability companies (or other vehicles) that will invest in or otherwise directly or indirectly hold such investment on a parallel basis with or in lieu of the FundCompany, as the case may be. If the General Partner determines; provided, however, that such Member, if such Member is a Potentially Restricted Member, shall not be obligated to make an investment in such Alternative Investment Vehicle if such Potentially Restricted Member, in its sole discretionreasonable and good faith judgment, determines (in such case such Potentially Restricted Member shall submit an opinion of its internal counsel if requested by the Company as to such determination) that some one or all of more laws, rules, regulations or government orders prohibits or restrains such Potentially Restricted Member from investing in such Alternate Investment Vehicle, and such Potentially Restricted Member shall not be considered a Limited Partner’s indirect interest in an Investment held through the Fund should be held through an Alternative Vehicle (or, Defaulting Member under this Agreement with respect to an investment held through an Alternative Vehicle, vice versa), or such determination (any Potentially Restricted Member that an investment held through an Alternative Vehicle should be held through a different Alternative Vehicle, after the consummation thereof, the General Partner may, determines not to invest in its sole discretion, cause the Fund to transfer all or the relevant portion of the Investment to an Alternative Vehicle (and vice versa) or between Alternative Vehicles. The General Partner may, where it determines it to be appropriate and notwithstanding any other provision of this Section 2.4, structure an Alternative Vehicle to hold more than one investment and, where applicable, may admit (a) one or more Corporations formed pursuant to Section 2.4.4 as a limited partner thereof corresponding to one or more underlying investments and/or (b) one or more co-investors into any Alternative Investment Vehicle on such terms and conditions as in accordance with the General Partner determines, so long as the General Partner determines in good faith that (i) the governance and economic rights of the Limited Partners in such Alternative Vehicle correspond foregoing is referred to the rights of such Limited Partners in the Fund and (ii) the admission of co-investors into such Alternative Vehicle does not adversely affect the rights and obligations of any Limited Partners admitted herein with respect to such Alternative Investment Vehicle in any material respectas an “Opt-Out Member”). To the extent Investments are transferred required by the Board of Managers, each such vehicle will enter into agreements with the Company and other appropriate parties to allocate any applicable fees or other items of income or expense, or any capital contributions, among the Company, such vehicle, and between any other Alternative Investment Vehicles; provided that all of the Fund and Alternative Vehicles after the consummation incremental organizational costs of such Investments, any such transfer shall Alternative Investment Vehicle will be made at cost unless otherwise approved by the Advisory Committeeallocated 100% to such vehicle. The General Partner mayMembers (other than any Opt-Out Member) will be required to make Capital Contributions directly to each such Alternative Investment Vehicle to the same extent, where it determines it for the same purposes and on the same terms and conditions and subject to be appropriate, admit the same conditions and approvals as Members are required to make Capital Contributions to the Company. Each Member (other than any limited partner (or similar Opt-Out Member) will have the same economic interest holder) of the Euro Fund or any limited partner of any other Parallel Vehicle (each, a “Parallel Investor”) as a limited partner (or similar interest holder) of any Alternative Vehicle (including any Corporation formed pursuant in all material respects with respect to provisions in the governing agreement of such Parallel Vehicle comparable to Section 2.4.4). In such case, references investments described in this Section 2.4 to Electing Limited Partners or Direct Limited Partners shall include any 1.9 as such Parallel Investors, as appropriateMember would have if such investment had been made by the Company, and references the other terms of such Alternative Investment Vehicle will be substantially identical in all material respects to those of the Company, to the Fund maximum extent applicable (including, but not limited to, rights substantially identical to Section 3.7 and this Agreement shall, with respect to a Parallel Investor, be deemed to refer to the Parallel Vehicle in which Section 9.3(b)); provided that (a) such Parallel Investor is a limited partner (or similar interest holder) and such Parallel Vehicle’s governing agreements, as appropriate. Any Alternative Investment Vehicle (or an entity the Entity in which such Alternative Investment Vehicle invests) will provide for the limited liability of the Limited Partners Members as a matter of the organizational documents of such Alternative Investment Vehicle (or entity the Entity in which such Alternative Investment Vehicle invests) and as a matter of local law. The obligations of the General Partner set forth in Section 2.3.1, Section 2.3.2 and Section 7.3.5 will apply with respect to investments made pursuant to this Section 2.4. 2.4.2 AIV Agreement Investments made through an Alternative Vehicle will be made, subject to Section 2.4.3 and Section 2.4.4, pursuant to an AIV Agreement substantially similar in form and substance to this Agreement (with such changes as are warranted by the law of the jurisdiction in which such Alternative Vehicle is formed, or by the form of such entity, or to address the legal, tax, regulatory or other similar reasons for which the Alternative Vehicle was established, or to accommodate any co-investor admitted in accordance with Section 2.4.1, in each case, as reasonably determined by the General Partner in consultation with counsel; provided that any change from this Agreement (or, with respect to any previously approved AIV Agreement, such previously approved AIV Agreement) that would have a material adverse effect on the Limited Partners must be approved by (a) the Advisory Committee or (b) a Majority in Interest of the Limited Partners (or a Majority in Interest of the Combined Limited Partners if any Parallel Investors who are also limited partners (or similar interests holders) of such Alternative Vehicle would be similarly affected). The General Partner will provide each Limited Partner with a copy of the AIV Agreement of any Alternative Vehicle through which such Limited Partner is required to make an investment as soon as reasonably practicable following the finalization and adoption of such AIV Agreement. If the General Partner establishes an Alternative Vehicle with respect to which the jurisdiction of formation is outside of the United States, the Cayman Islands, the Republic of Ireland, Canada, Singapore, Luxembourg or the United Kingdom, the General Partner shall obtain written legal advice in connection with the formation of such Alternative Vehicle substantially to the effect that the limited liability of the investors in such Alternative Vehicle will be recognized as a matter of local law and to the same extent in all material respects as is provided to such investors the Members under the Act and this Agreement; provided that , (b) the Board of Managers will serve as the Board of Managers or comparable body of such written advice need only Alternative Investment Vehicle, (c) 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 this Agreement, will be obtained determined as if each investment made by such Alternative Investment Vehicle were an investment made by the Company (subject in each case to adjustment or necessary to give effect to any Opt-Out Member’s election not to make Capital Contributions to such Alternative Investment Vehicle), (d) any Alternative Investment Vehicle will, subject to applicable legal, tax and regulatory considerations, terminate upon the termination of the Company and (e) if deemed appropriate for the Company by the Board of Managers, the relationships between the Company and any Alternative Investment Vehicle (and among the Members in respect of the first any such Alternative Vehicle in any jurisdiction; provided further that Investment Vehicle) may be governed by the General Partner shall obtain confirmation from counsel that local law of the relevant conclusions jurisdiction of organization of such written advice remain true Alternative Investment Vehicle. Each of the Investor Parties and correct their representatives and Affiliates other than any Management Incentive Member (collectively, the “Institutional Investors”) will be permitted to assign its rights and obligations as a participant in all material respects at an Alternative Investment Vehicle to an Affiliate of such Member (any assignee, an “Affiliate AIV Member”). If an Institutional Investor assigns its rights and obligations to an Affiliate AIV Member, the time interest of the Affiliate AIV Member in an Alternative Investment Vehicle will be treated as an interest held by the Member that assigned its rights to the Affiliate AIV Member for purposes of any subsequent Portfolio calculations under this Agreement and the agreement governing the Alternative Investment through Vehicle, including for purposes of determining Capital Contributions and rights to distributions and amounts thereof. If any Potentially Restricted Member elects to become an Opt-Out Member with respect to any Alternative Investment Vehicle, such election shall not affect such Potentially Restricted Member’s Capital Commitment hereunder, and the Board of Managers shall thereafter make such adjustments, as the Board of Managers may reasonably determine, to future Capital Calls made by the Company to adjust for such Potentially Restricted Member’s election not to make Capital Contributions to such Alternative Vehicle or any other Alternative Vehicle in such jurisdictionInvestment Vehicle.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Contango Oil & Gas Co)

Alternative Investment Structures. 2.4.1 Alternative Vehicles If the General Partner Board of Managers determines that for legal, tax, regulatory or other similar reasons it is in the best interests of some or all of the Members that an investment should by the Company be made or otherwise held through an alternative investment structurestructure (including, through a non-United States limited partnership, a non-United States limited liability company, or other similar vehicle, formed for the purpose of making investments outside the United States) (an “Alternative Investment Vehicle”), the General Partner will be permitted Board of Managers may cause the Company to structure the making or holding of all or any portion of such investment outside of the Fund Company (or restructure any such investment or Alternative Investment Vehicle), by requiring any Partner Member or Partners Members to make or hold such investment through one or more partnerships or other vehicles (each, an “Alternative Vehicle”) that directly or indirectly through separate limited partnerships, limited liability companies (or other vehicles) that will invest in or otherwise directly or indirectly hold such investment on a parallel basis with or in lieu of the FundCompany, as the case may be. If the General Partner determines; provided, however, that such Member, if such Member is a Potentially Restricted Member, shall not be obligated to make an investment in such Alternative Investment Vehicle if such Potentially Restricted Member, in its sole discretionreasonable and good faith judgment, determines (in such case such Potentially Restricted Member shall submit an opinion of its internal counsel if requested by the Company as to such determination) that some one or all of more laws, rules, regulations or government orders prohibits or restrains such Potentially Restricted Member from investing in such Alternate Investment Vehicle, and such Potentially Restricted Member shall not be considered a Limited Partner’s indirect interest in an Investment held through the Fund should be held through an Alternative Vehicle (or, Defaulting Member under this Agreement with respect to an investment held through an Alternative Vehicle, vice versa), or such determination (any Potentially Restricted Member that an investment held through an Alternative Vehicle should be held through a different Alternative Vehicle, after the consummation thereof, the General Partner may, determines not to invest in its sole discretion, cause the Fund to transfer all or the relevant portion of the Investment to an Alternative Vehicle (and vice versa) or between Alternative Vehicles. The General Partner may, where it determines it to be appropriate and notwithstanding any other provision of this Section 2.4, structure an Alternative Vehicle to hold more than one investment and, where applicable, may admit (a) one or more Corporations formed pursuant to Section 2.4.4 as a limited partner thereof corresponding to one or more underlying investments and/or (b) one or more co-investors into any Alternative Investment Vehicle on such terms and conditions as in accordance with the General Partner determines, so long as the General Partner determines in good faith that (i) the governance and economic rights of the Limited Partners in such Alternative Vehicle correspond foregoing is referred to the rights of such Limited Partners in the Fund and (ii) the admission of co-investors into such Alternative Vehicle does not adversely affect the rights and obligations of any Limited Partners admitted herein with respect to such Alternative Investment Vehicle in any material respectas an “Opt-Out Member”). To the extent Investments are transferred required by the Board of Managers, each such vehicle will enter into agreements with the Company and other appropriate parties to allocate any applicable fees or other items of income or expense, or any capital contributions, among the Company, such vehicle, and between any other Alternative Investment Vehicles; provided that all of the Fund and Alternative Vehicles after the consummation incremental organizational costs of such Investments, any such transfer shall Alternative Investment Vehicle will be made at cost unless otherwise approved by the Advisory Committeeallocated 100% to such vehicle. The General Partner mayMembers (other than any Opt-Out Member) will be required to make Capital Contributions directly to each such Alternative Investment Vehicle to the same extent, where it determines it for the same purposes and on the same terms and conditions and subject to be appropriate, admit the same conditions and approvals as Members are required to make Capital Contributions to the Company. Each Member (other than any limited partner (or similar Opt-Out Member) will have the same economic interest holder) of the Euro Fund or any limited partner of any other Parallel Vehicle (each, a “Parallel Investor”) as a limited partner (or similar interest holder) of any Alternative Vehicle (including any Corporation formed pursuant in all material respects with respect to provisions in the governing agreement of such Parallel Vehicle comparable to Section 2.4.4). In such case, references investments described in this Section 2.4 to Electing Limited Partners or Direct Limited Partners shall include any 1.9 as such Parallel Investors, as appropriateMember would have if such investment had been made by the Company, and references the other terms of such Alternative Investment Vehicle will be substantially identical in all material respects to those of the Company, to the Fund maximum extent applicable (including, but not limited to, rights substantially identical to Section 3.8 and this Agreement shall, with respect to a Parallel Investor, be deemed to refer to the Parallel Vehicle in which Section 9.3(b)); provided that (a) such Parallel Investor is a limited partner (or similar interest holder) and such Parallel Vehicle’s governing agreements, as appropriate. Any Alternative Investment Vehicle (or an entity the Entity in which such Alternative Investment Vehicle invests) will provide for the limited liability of the Limited Partners Members as a matter of the organizational documents of such Alternative Investment Vehicle (or entity the Entity in which such Alternative Investment Vehicle invests) and as a matter of local law. The obligations of the General Partner set forth in Section 2.3.1, Section 2.3.2 and Section 7.3.5 will apply with respect to investments made pursuant to this Section 2.4. 2.4.2 AIV Agreement Investments made through an Alternative Vehicle will be made, subject to Section 2.4.3 and Section 2.4.4, pursuant to an AIV Agreement substantially similar in form and substance to this Agreement (with such changes as are warranted by the law of the jurisdiction in which such Alternative Vehicle is formed, or by the form of such entity, or to address the legal, tax, regulatory or other similar reasons for which the Alternative Vehicle was established, or to accommodate any co-investor admitted in accordance with Section 2.4.1, in each case, as reasonably determined by the General Partner in consultation with counsel; provided that any change from this Agreement (or, with respect to any previously approved AIV Agreement, such previously approved AIV Agreement) that would have a material adverse effect on the Limited Partners must be approved by (a) the Advisory Committee or (b) a Majority in Interest of the Limited Partners (or a Majority in Interest of the Combined Limited Partners if any Parallel Investors who are also limited partners (or similar interests holders) of such Alternative Vehicle would be similarly affected). The General Partner will provide each Limited Partner with a copy of the AIV Agreement of any Alternative Vehicle through which such Limited Partner is required to make an investment as soon as reasonably practicable following the finalization and adoption of such AIV Agreement. If the General Partner establishes an Alternative Vehicle with respect to which the jurisdiction of formation is outside of the United States, the Cayman Islands, the Republic of Ireland, Canada, Singapore, Luxembourg or the United Kingdom, the General Partner shall obtain written legal advice in connection with the formation of such Alternative Vehicle substantially to the effect that the limited liability of the investors in such Alternative Vehicle will be recognized as a matter of local law and to the same extent in all material respects as is provided to such investors the Members under the Act and this Agreement; provided that , (b) the Board of Managers will serve as the Board of Managers or comparable body of such written advice need only Alternative Investment Vehicle, (c) 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 this Agreement, will be obtained determined as if each investment made by such Alternative Investment Vehicle were an investment made by the Company (subject in each case to adjustment or necessary to give effect to any Opt-Out Member’s election not to make Capital Contributions to such Alternative Investment Vehicle), (d) any Alternative Investment Vehicle will, subject to applicable legal, tax and regulatory considerations, terminate upon the termination of the Company and (e) if deemed appropriate for the Company by the Board of Managers, the relationships between the Company and any Alternative Investment Vehicle (and among the Members in respect of the first any such Alternative Vehicle in any jurisdiction; provided further that Investment Vehicle) may be governed by the General Partner shall obtain confirmation from counsel that local law of the relevant conclusions jurisdiction of organization of such written advice remain true Alternative Investment Vehicle. Each of the Investor Parties and correct their representatives and Affiliates other than any Management Incentive Member (collectively, the “Institutional Investors”) will be permitted to assign its rights and obligations as a participant in all material respects at an Alternative Investment Vehicle to an Affiliate of such Member (any assignee, an “Affiliate AIV Member”). If an Institutional Investor assigns its rights and obligations to an Affiliate AIV Member, the time interest of the Affiliate AIV Member in an Alternative Investment Vehicle will be treated as an interest held by the Member that assigned its rights to the Affiliate AIV Member for purposes of any subsequent Portfolio calculations under this Agreement and the agreement governing the Alternative Investment through Vehicle, including for purposes of determining Capital Contributions and rights to distributions and amounts thereof. If any Potentially Restricted Member elects to become an Opt-Out Member with respect to any Alternative Investment Vehicle, such election shall not affect such Potentially Restricted Member’s Capital Commitment hereunder, and the Board of Managers shall thereafter make such adjustments, as the Board of Managers may reasonably determine, to future Capital Calls made by the Company to adjust for such Potentially Restricted Member’s election not to make Capital Contributions to such Alternative Vehicle or any other Alternative Vehicle in such jurisdictionInvestment Vehicle.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Contango Oil & Gas Co)

AutoNDA by SimpleDocs

Alternative Investment Structures. 2.4.1 Alternative Vehicles If 2.9.1 Notwithstanding any other provision of this Agreement to the contrary, if at any time the General Partner determines that for legal, taxTax, regulatory or other similar reasons considerations certain or all of the Partners should participate in a proposed investment of the Partnership or an investment should be made existing Investment through one or otherwise held through an more alternative investment structurestructures, the General Partner will be permitted to structure may effect the making or holding of all or any portion of such investment outside of the Fund Partnership: (a) in the case of a proposed investment of the Partnership, by requiring any certain or all of the Partners to be admitted as limited partners or other investors and to make capital contributions with respect to such potential Investment directly to an alternative investment vehicle ("Alternative Investment Vehicle"); (b) in the case of an existing Investment, by transferring such Investment to an Investment Holding Vehicle; and (c) in the case of a potential Investment or an existing Investment, by creating an Alternative Investment Vehicle and distributing interests therein to certain or all of the Partners as limited partners or other investors therein. 2.9.2 Each Alternative Investment Vehicle will be controlled and managed by the General Partner or Partners to make or hold such investment through one or more partnerships or other vehicles (each, an “Alternative Vehicle”) that directly or indirectly any of their respective Affiliates and will invest in or otherwise directly or indirectly hold such investment on a parallel basis with or in lieu of the Fund, as the case may be. If the General Partner determines, Partnership in its sole discretion, that some connection with such Investment (or all of a Limited Partner’s indirect interest in an Investment held through the Fund should be held through an Alternative Vehicle (or, with respect to an investment held through an Alternative Vehicle, vice versapotential investment), and the members, partners or that an investment held through an Alternative Vehicle should be held through a different Alternative Vehicle, after the consummation thereof, the General Partner may, in its sole discretion, cause the Fund to transfer all or the relevant portion of the Investment to an Alternative Vehicle (and vice versa) or between Alternative Vehicles. The General Partner may, where it determines it to be appropriate and notwithstanding any other provision of this Section 2.4, structure an Alternative Vehicle to hold more than one investment and, where applicable, may admit (a) one or more Corporations formed pursuant to Section 2.4.4 as a limited partner thereof corresponding to one or more underlying investments and/or (b) one or more co-investors into any Alternative Vehicle on such terms and conditions as the General Partner determines, so long as the General Partner determines in good faith that (i) the governance and economic rights of the Limited Partners in such Alternative Vehicle correspond to the rights of such Limited Partners in the Fund and (ii) the admission of co-investors into such Alternative Vehicle does not adversely affect the rights and obligations of any Limited Partners admitted to such Alternative Vehicle in any material respect. To the extent Investments are transferred among and between the Fund and Alternative Vehicles after the consummation of such Investments, any such transfer shall be made at cost unless otherwise approved by the Advisory Committee. The General Partner may, where it determines it to be appropriate, admit any limited partner shareholders (or similar interest holderequity investors) of the Euro Fund or any such Alternative Investment Vehicle shall be limited partner of any other Parallel Vehicle (each, a “Parallel Investor”) as a limited partner (or similar interest holder) of any Alternative Vehicle (including any Corporation formed pursuant to provisions in the governing agreement of such Parallel Vehicle comparable to Section 2.4.4). In such case, references in this Section 2.4 to Electing Limited Partners or Direct Limited Partners shall include any such Parallel Investors, as appropriate, and references to the Fund Partners, members of the China Resources Group and this Agreement shall, with respect to a Parallel Investor, be deemed to refer to the Parallel their respective Affiliates. Such Alternative Investment Vehicle in which such Parallel Investor is a limited partner (or similar interest holder) and such Parallel Vehicle’s governing agreements, as appropriate. Any Alternative Vehicle (or an entity in which such Alternative Vehicle invests) will shall provide for the limited liability of the Limited Partners admitted as equity investors thereto as a matter of the organizational organisational documents of such Alternative Investment Vehicle (or entity in which such Alternative Vehicle invests) and as a matter of local lawthe law governing such Alternative Investment Vehicle. The All references in this Clause 2.9 to the limited partners of an Alternative Investment Vehicle shall be deemed to include all investors in an Alternative Investment Vehicle formed as a vehicle other than a limited partnership. 2.9.3 Each Partner admitted to and investing in an Alternative Investment Vehicle shall be required to make capital contributions to such Alternative Investment Vehicle in a manner similar to that provided by Clause 4.1 (Capital Contributions) and each such Partner's Undrawn Commitment shall be reduced by the amount of such contributions to the same extent as if such contributions were made to the Partnership as Capital Contributions. With respect to each Investment in which an Alternative Investment Vehicle participates with the Partnership, any investment expenses or indemnification obligations of related to such Investment shall be borne by the General Partnership and such Alternative Investment Vehicle in proportion to the amount committed by each entity to such Investment. Any management fee or similar payment funded by a Partner set forth in Section 2.3.1, Section 2.3.2 and Section 7.3.5 will apply with respect to investments made pursuant the manager or advisor of an Alternative Investment Vehicle shall reduce such Partner's share of the Management Fee calculated with respect to this Section 2.4such Partner by a corresponding amount. 2.4.2 AIV Agreement Investments made through 2.9.4 The investment results of an Alternative Investment Vehicle will be made, subject aggregated with the investment results of the Partnership for the purposes of determining distributions (as well as any obligation to Section 2.4.3 and Section 2.4.4, return such distribution pursuant to an AIV Agreement substantially similar in form and substance to this Agreement Clause 6.2.2 (with such changes as are warranted Special Provision Regarding Carried Interest) and/or Clause 16.3 (Return of Distributions)) by the law of the jurisdiction in which Partnership and such Alternative Investment Vehicle is formed, or by the form of such entity, or to address the legal, tax, regulatory or other similar reasons for which the Alternative Vehicle was established, or to accommodate any co-investor admitted in accordance with Section 2.4.1, in each case, as reasonably determined by unless the General Partner in consultation with counsel; provided that any change from this Agreement (orPartner, with respect to Unanimous Consent, elects otherwise based on its determination that such aggregation increases the risk of any previously approved AIV Agreement, such previously approved AIV Agreement) adverse Tax consequences or imposes legal or regulatory constraints or creates contractual or business risks that would have a material adverse effect on be undesirable for the Partnership or the Partners. 2.9.5 Each Limited Partners must be approved by Partner hereby acknowledges and agrees that: (a) the Advisory Committee or (b) a Majority in Interest of the Limited Partners (or a Majority in Interest of the Combined Limited Partners if any Parallel Investors who are also limited partners (or similar interests holders) of such Alternative Vehicle would be similarly affected). The General Partner will provide each Limited Partner with a copy of the AIV Agreement of any Alternative Vehicle through which such Limited Partner is required shall be entitled to make an investment as soon as reasonably practicable following the finalization and adoption of such AIV Agreement. If the General Partner establishes an Alternative Vehicle all determinations with respect to which the jurisdiction structuring of formation is outside Investments pursuant to this Agreement in its sole discretion but acting always in accordance with the terms of the United Statesthis Agreement, the Cayman Islandsand, the Republic of Ireland, Canada, Singapore, Luxembourg or the United Kingdomexcept as expressly required herein, the General Partner shall obtain written legal advice in no event be obligated to structure any Investment in order to address or give effect to the individual objectives or considerations of any single Limited Partner or group of Limited Partners; and (b) the General Partner shall have no liability to the Partnership, any Partner or any other person arising from any such structuring determination in connection with the structuring of an Investment in any particular manner, except to the extent such determination or structuring decision constitutes a Breach of the Standard of Conduct by the General Partner. 2.9.6 In the event that the General Partner, or an Affiliate thereof forms one or more Alternative Investment Vehicles, the General Partner shall, with Unanimous Consent (provided that such consent shall not be unreasonably withheld), amend this Agreement as may be necessary or appropriate to facilitate the formation and operation of such Alternative Vehicle substantially Investment Vehicle, and to interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the effect that the limited liability intent of the investors in provisions of this Clause 2.9. The limited partnership agreement or other organisational or transfer documents of any Alternative Investment Vehicle and any other documents reflecting the admission of any of the Limited Partners to such Alternative Investment Vehicle will be recognized as a matter executed on behalf of local law and to the same extent in all material respects as is provided to such investors under this Agreement; provided that such written advice need only be obtained in respect of the first such Alternative Vehicle in any jurisdiction; provided further that Limited Partners investing therein by the General Partner shall obtain confirmation from counsel that (as the relevant conclusions true and lawful attorney-in-fact of such written advice remain true and correct in all material respects at the time of any subsequent Portfolio Investment through such Alternative Vehicle or any other Alternative Vehicle in such jurisdictionLimited Partners).

Appears in 1 contract

Samples: Limited Partnership Agreement

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!