Common use of Co-Investment Opportunities Clause in Contracts

Co-Investment Opportunities. The Managing General Partner may consent, on behalf of the Partnership, to an Operating Company permitting one or more Persons, including Fund Investors and Affiliates of the Managing General Partner, co-investing in Properties in which the Fund invests if the Managing General Partner determines that it is not in the best interest of the Fund to invest (or that the Fund is prohibited from investing pursuant to the terms of this Agreement or any Approved Agreement) the entire amount required to fund such Investment because of the size of or risk inherent in such Investment or due to legal, regulatory or tax considerations. Any such co-investment made by a Fund Investor or an Affiliate of a Fund Investor may be made through an investment vehicle in which such co-investor has an interest separate from its interest in the Fund, and if the Managing General Partner and/or its Affiliates are the co-investor, such co-investment shall have economic terms that are materially no more favorable to the Managing General Partner and/or its Affiliates, as applicable, than the terms of this Agreement or the terms contemplated by any Approved Agreement. If the Managing General Partner, Hxxxx or any Affiliate of the Managing General Partner or Hxxxx co-invests in a Property with the Fund, then, unless otherwise approved by the Advisory Committee, the Managing General Partner, Hxxxx or such Affiliate, as applicable, shall be required to dispose of its interest in such Property at the same time as the Fund disposes of its interest in the Property on terms no more favorable to such Person than those received by the Fund. For the avoidance of doubt, nothing in this Section 4.6 shall restrict (i) the offering of co-investment rights to Co-Investors (as defined in the GM Investor Rights Agreement) to the extent permitted by the GM Investor Rights Agreement, or (ii) any Operating Company or other Fund Entity from entering into partnership or other joint venture arrangements with third parties providing for shared ownership of an Investment to the extent such arrangements are deemed necessary or desirable to facilitate the acquisition, operation or disposition of, or otherwise add value to, any Investment.

Co-Investment Opportunities. The Managing General Partner may consent, on behalf of the Partnership, to an Operating Company permitting one or more Persons, including Fund Investors and Affiliates of the Managing General Partner, co-investing in Properties in which the Fund invests if the Managing General Partner determines that it is not in the best interest of the Fund to invest (or that the Fund is prohibited from investing pursuant to the terms of this Agreement or any Approved Agreement) the entire amount required to fund such Investment because of the size of or risk inherent in such Investment or due to legal, regulatory or tax considerations. Any such co-investment made by a Fund Investor or an Affiliate of a Fund Investor may be made through an investment vehicle in which such co-investor has an interest separate from its interest in the Fund, and if the Managing General Partner and/or its Affiliates are the co-investor, such co-investment shall have economic terms that are materially no more favorable to the Managing General Partner and/or its Affiliates, as applicable, than the terms of this Agreement or the terms contemplated by any Approved Agreement. If the Managing General Partner, Hxxxx Xxxxx or any Affiliate of the Managing General Partner or Hxxxx Xxxxx co-invests in a Property with the Fund, then, unless otherwise approved by the Advisory Committee, the Managing General Partner, Hxxxx Xxxxx or such Affiliate, as applicable, shall be required to dispose of its interest in such Property at the same time as the Fund disposes of its interest in the Property on terms no more favorable to such Person than those received by the Fund. For the avoidance of doubt, nothing in this Section 4.6 shall restrict (i) the offering of co-investment rights to Co-Investors (as defined in the GM Investor Rights Agreement) to the extent permitted by the GM Investor Rights Agreement, or (ii) any Operating Company or other Fund Entity from entering into partnership or other joint venture arrangements with third parties providing for shared ownership of an Investment to the extent such arrangements are deemed necessary or desirable to facilitate the acquisition, operation or disposition of, or otherwise add value to, any Investment.