Alternative Vehicles Sample Clauses

Alternative Vehicles. 2.9.1 If at any time the General Partner determines that for legal, tax or regulatory reasons it would be in the best interests of the Limited Partners for certain or all of the Limited Partners to participate in a Portfolio Investment through one or more alternative investment structures, the General Partner may effect the making of all or any portion of such investment outside of the Fund by requiring certain or all Limited Partners to make capital contributions with respect to such potential portfolio investment to a limited partnership or other similar vehicle (each, an “Alternative Vehicle”) provided that, that no Limited Partner will be required to participate in any such investment through an Alternative Vehicle unless (i) all Limited Partners are participating in such investment through such Alternative Vehicle, or (ii) the General Partner obtains prior written consent from such Limited Partner. 2.9.2 Each Alternative Vehicle shall be controlled by the General Partner or an Affiliate thereof, shall be managed by the Fund Manager or an Affiliate thereof, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such differences as may be required to accommodate the legal, tax or regulatory requirements referred to in Section 2.9.1. 2.9.3 The General Partner shall provide each of the Limited Partners with a copy of the organizational documents governing each Alternative Vehicle not less than ten (10) Business Days before the signing of such documents. All references in this Section 2.9 (Alternative Vehicles) to the limited partners of an Alternative Vehicle shall be deemed to include all investors in an Alternative Vehicle formed as a vehicle other than a limited partnership. 2.9.4 Each Limited Partner investing in an Alternative Vehicle shall be obligated to make contributions to such Alternative Vehicle in a manner consistent with that provided by Article 6 (Capital Contributions), and each such Limited Partner’s Remaining Commitment shall be reduced by the amount of such contributions to the same extent as if such contributions were made to the Fund as Capital Contributions. With respect to each investment or proposed investment in which an Alternative Vehicle participates or proposes to participate with the Fund, any expenses or indemnification or other obligations related to such investment or proposed investment shall be born...
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Alternative Vehicles. (a) If the General Partner determines in good faith that for legal, tax, regulatory or other similar considerations it is in the best interests of any or all of the Partners that all or a portion of an Investment be made through, or transferred to, 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 all or a portion of such Investment either directly (which, in the case of any Limited Partner, shall not include a general partner interest or other similar interest) or indirectly through a partnership or other vehicle or vehicles (other than the Partnership) that will invest on a parallel basis with or in lieu of the Partnership, as the case may be (any such structure, an “Alternative Vehicle”). For the avoidance of doubt, an alternative investment structure for an Investment may include certain or all of the Partners participating in such Investment through an Alternative Vehicle that invests in the Partnership or a Parallel Vehicle with respect to such Investment, or an Alternative Vehicle may invest alongside the Partnership or in lieu of the Partnership, as the General Partner determines appropriate. Subject to Section 3.2, 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 Unfunded Commitments of the Limited Partners to the same extent as if Capital Contributions were made to the Partnership with respect thereto. Except as provided pursuant to this Section 2.10, and subject to legal, regulatory, tax and other similar considerations, each Partner shall have the same economic interest in all material respects in Investments made pursuant to this Section 2.10 as such Partner would have if such Investments had been made solely by the Partnership, and the other terms of such vehicle shall be substantially identical in all material respects to those of the Partnership to the maximum extent applicable, with such differences as may be required by legal, tax, regulatory or other similar considerations. The General Partner or an Affiliate thereof shall serve as the general partner or similar manager of such Alternative Vehicle. Such Alternative Vehicle (o...
Sample 1
Alternative Vehicles. In addition to Solicitation vehicles described above, HDI and Capital One may use telemarketing or similar means to acquire HDI Accounts; and the parties shall coordinate their efforts so that outbound Solicitations for HDI Accounts are made to customers on a mutually agreeable basis. In the event of Solicitations by telemarketing by HDI, HDI shall obtain Capital One's prior written approval of the offer of credit and the portion of the telescripts pertaining thereto. Telemarketing operations whether performed by HDI third party vendors or otherwise shall meet the service standards generally adhered to by HDI or as reasonably requested by Capital One consistent with Applicable Law. In all such oral communications, HDI and its employees and any third party vendor shall clearly disclose that Capital One solely is the issuer of the HDI Card. Based on its prior review of relevant telemarketing scripts, Capital One shall ensure that telemarketing scripts for offers of credit comply with Visa or MasterCard regulations, including any registration requirements and HDI shall ensure that offers of credit are made in accordance with such telemarketing scripts. If applicable, HDI shall be responsible for registering, at its cost, as necessary, as an "independent service organization" as required by Visa or MasterCard, respectively.
Sample 1
Alternative Vehicles. If obstacles impede the progress of Refuse Collection Vehicle such as low, hanging wires; protruding vegetation; and leaning fences, CONTRACTOR shall use alternative Vehicles and equipment.
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Alternative Vehicles. (a) 2.9.1 If at any time the General Partner determines that for legal, tax or regulatory reasons it would be in the best interests of the Limited Partners for certain or all of the Limited Partners to participate in a Portfolio Investment through one or more alternative investment structures, the General Partner may effect the making of all or any portion of such investment outside of the Fund by requiring certain or all Limited Partners to make capital contributions with respect to such potential portfolio investment to a limited partnership or other similar vehicle that would provide for the limited liability of the Limited Partners investing therein (each, an “"Alternative Vehicle”), provided that, that no Limited Partner will be required to participate in any such investment through an Alternative Vehicle if holding such interest would have a Material Adverse Effect on such Limited Partner that such Limited Partner would not have been subject to had the Portfolio Investment been made through the Fund or the Parallel Vehicle, unless (i) all Limited Partners are participating in such investment through such Alternative Vehicle, or (ii) the General Partner obtains prior written consent from suchthe Limited Partner. 66 (b) 2.9.2 Each Alternative Vehicle shall be controlled by the General Partner or an Affiliate thereof, shall be managed by the Fund Manager or an Affiliate thereof, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such 66 In connection with the formation of any Alternative Vehicle, it is very common for the General Partner to obtain an opinion from local counsel substantially to the effect that the limited liability of the Limited Partners will be respected under the laws of such jurisdiction. differences as may be required to accommodate the legal, tax or regulatory requirements referred to in Section 2.9.12.8(a) (Alternative Vehicles.).
Sample 1
Alternative Vehicles. (a) 2.9.1 If at any time the General Partner determines that for legal, tax or regulatory reasons it would be in the best interests of the Limited Partners for certain or all of the Limited Partners to participate in a Portfolio Investment through one or more alternative investment structures, the General Partner may effect the making of all or any portion of such investment outside of the Fund by requiring certain or all Limited Partners to make 65 Parallel funds are often used in Canada for non-resident investors or to accommodate investors with specific tax or regulatory profiles that make it inefficient to invest directly into the main fund. capital contributions with respect to such potential portfolio investment to a limited partnership or other similar vehicle that would provide for the limited liability of the Limited Partners investing therein (each, an “"Alternative Vehicle”), provided that, that no Limited Partner will be required to participate in any such investment through an Alternative Vehicle if holding such interest would have a Material Adverse Effect on such Limited Partner that such Limited Partner would not have been subject to had the Portfolio Investment been made through the Fund or the Parallel Vehicle, unless (i) all Limited Partners are participating in such investment through such Alternative Vehicle, or (ii) the General Partner obtains prior written consent from suchthe Limited Partner. 66
Sample 1

Related to Alternative Vehicles

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  • Capital Equipment Collaborator’s commitment, if any, to provide ICD with capital equipment to enable the research and development activities under the Research Plan appears in Appendix B. If Collaborator transfers to ICD the capital equipment or provides funds for ICD to purchase it, then ICD will own the equipment. If Collaborator loans capital equipment to ICD for use during the CRADA, Collaborator will be responsible for paying all costs and fees associated with the transport, installation, maintenance, repair, removal, or disposal of the equipment, and ICD will not be liable for any damage to the equipment.

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  • Personal Vehicles A. Employees who are directed by the Employer to use a personal vehicle for official state business shall do so in accordance with state fleet policies established by the Department of Budget and Management. When circumstances make it impractical for an employee to obtain a state vehicle on the day the vehicle will be used, such employee may request the vehicle at the end of the prior day’s shift, and the appointing authority shall make reasonable accommodation, consistent with the efficient operation of the unit, to accommodate such request. If such request cannot be granted, the employee may use his/her own vehicle and be reimbursed at the full rate in accordance with state fleet policies.

  • Loop Provisioning Involving Integrated Digital Loop Carriers 2.6.1 Where Xxxx has requested an Unbundled Loop and BellSouth uses IDLC systems to provide the local service to the End User and BellSouth has a suitable alternate facility available, BellSouth will make such alternative facilities available to Xxxx. If a suitable alternative facility is not available, then to the extent it is technically feasible, BellSouth will implement one of the following alternative arrangements for Xxxx (e.g. hairpinning): 1. Roll the circuit(s) from the IDLC to any spare copper that exists to the customer premises. 2. Roll the circuit(s) from the IDLC to an existing DLC that is not integrated. 3. If capacity exists, provide "side-door" porting through the switch. 4. If capacity exists, provide "Digital Access Cross Connect System (DACS)- door" porting (if the IDLC routes through a DACS prior to integration into the switch). 2.6.2 Arrangements 3 and 4 above require the use of a designed circuit. Therefore, non- designed Loops such as the SL1 voice grade and UCL-ND may not be ordered in these cases. 2.6.3 If no alternate facility is available, and upon request from Xxxx, and if agreed to by both Parties, BellSouth may utilize its Special Construction (SC) process to determine the additional costs required to provision facilities. Xxxx will then have the option of paying the one-time SC rates to place the Loop.

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