Investment Vehicles. Any Investment Vehicle, or interest therein, acquired by or transferred to the Trustee upon the directions of the Asset Manager shall be allocated to a designated Directed Fund, and the Trustee's duties and responsibilities under this Agreement shall not be increased or otherwise affected thereby. The Trustee shall be responsible solely for the safekeeping of the physical evidence, if any, of the Trust's ownership of or interest or participation in such Investment Vehicle.
Investment Vehicles. Unregistered general or limited partnerships or pooled investment vehicles, segregated accounts and/or registered investment companies in which the Master Portfolio invests its assets that are advised by an Investment Manager.
Investment Vehicles. (a) If the General Partner determines in good faith that for legal, tax, regulatory or other 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 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 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 "Investment Vehicle"); provided, that if a portion of an Investment is made through an Investment Vehicle and the remaining portion of the same Investment is made through the Partnership, then the respective portions of the Investment shall be acquired and disposed of at approximately the same time and on effectively the same terms and conditions (pro rata based on invested capital), subject to legal, tax and regulatory considerations. The Partners shall be required to make Capital Contributions directly to each such 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 shall reduce the Capital Commitment of the Partners to the same extent as if Capital Contributions were made to the Partnership with respect thereto. Except as provided pursuant to Section 9.2 (a-b) hereof, each Partner shall have the same economic interest in all material respects in Investments made pursuant to this Section 9.2 hereof as such Partner would have if such Investments had been made solely by the Partnership, and the other terms of such Investment Vehicle shall be substantially identical in all material respects to those of the Partnership, to the maximum extent applicable; provided, that the General Partner (or an Affiliate thereof) shall serve as the general partner or similar managing fiduciary of such Investment Vehicle; provided, further, that that such Investment Vehicle (or the entity in which such Investment Vehicle invests) shall provide for the limited liability of the Limited Partners as a matter of the organizational documents of such Investment Vehicle (or...
Investment Vehicles. (a) The Borrower shall not cause or permit the proceeds of any Revolving Loans to be used for the purpose of providing any Investment in or to any Investment Vehicle.
(b) Notwithstanding anything to the contrary herein, including Section 7.4, the Borrower will not, and will not permit any of its Subsidiaries to, make or permit to exist any Investment in any Investment Vehicle; provided, that, so long as no Event of Default has occurred and is continuing, the Borrower and its Subsidiaries may make and maintain Investments in one or more Investment Vehicles in an amount not to exceed $75,000,000 in the aggregate for all Investment Vehicles at any time outstanding. For purposes of determining the amount of any Investment under this Section 7.16, such amount shall be deemed to be the fair market value of such Investment when made less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original amount invested).”
(f) For purposes of the Credit Agreement, the parties to this Amendment confirm and agree that each Investment Vehicle shall be deemed to be an Affiliate of the Borrower and, for purposes of Section 7.7 of the Credit Agreement, any transactions with the Investment Vehicles shall comply with clause (a) of such Section 7.
Investment Vehicles. Schedule I attached hereto sets forth a list of all Investment Vehicles in existence on the date hereof (after giving effect to this Amendment).
Investment Vehicles. The Borrower shall maintain, directly or indirectly, control of all Investment Vehicles, whether by way of its equity or ownership interest or by way of its role as manager or managing partner; provided that, promptly upon becoming aware of the Borrower not retaining such control of any Investment Vehicle, or the forthcoming occurrence of the same, the Borrower shall provide the Administrative Agent with (i) notice of such loss, or forthcoming loss, of control, (ii) information on what action the Borrower or any of its Subsidiaries is taking or proposes to take with respect thereto, and (iii) a Compliance Certificate, in form and substance satisfactory to the Administrative Agent, certifying that, after giving effect to the loss of control of such Investment Vehicle, the Borrower shall be in proforma compliance with each of the Consolidated Debt to Consolidated Book Value of Assets Ratio and the minimum Consolidated Equity requirement set out in Section 9.3.
Investment Vehicles. (a) Except as provided for in Section 4.1, no promotes, incentive payments, fees or other funds payable by any Permitted Investment Vehicle shall be paid to any Principals (or any of their Affiliates (other than the Company or any of its Subsidiaries) or Family Members) or any employees of the Company.
(b) The Members agree that, other than with respect to GXXX III, and except as otherwise agreed by AHI Member and NSAM Member, the investment or advisory committee of any Permitted Investment Vehicle (each, an “Investment Committee”) shall include (i) the AHI Designees so long as the AHI Designation Threshold is met, (ii) the NSAM Designees so long as the NSAM Designation Threshold is met and (iii) a representative designated by Gxxxxxx so long as Gxxxxxx is co-sponsoring such Investment Vehicle pursuant to the Gxxxxxx XX Agreement. Any decision made by an absolute majority of the members of the Investment Committee (including any recommendations to any Permitted Investment Vehicle) shall constitute the act of and approval by the Investment Committee of the matter in question; provided, that other than with respect to GXXX III, the approval of both of the NSAM Designees shall be required with respect to any Investment Committee Major Matters so long as the NSAM Designation Threshold is met; provided, further, that if a specific matter that would otherwise constitute an Investment Committee Major Matter also constitutes a Major Matter and such specific matter was previously approved by the NSAM Designees pursuant to Section 5.3, then such specific matter shall be deemed to have been approved by the NSAM Designees for purposes of the Investment Committee, and separate approval of the NSAM Designees shall not be required pursuant to this Section 5.5(b).
(c) If AHI Member proposes to NSAM Member and the Executive Committee that the Company or any of its Subsidiaries manage, sponsor, advise, finance or fund any new business line, investment fund or investment vehicle (other than a Future Healthcare NTR) intended to invest primarily in Healthcare real estate assets (a “New American Product”), then NSAM Member and the NSAM Designees shall in good faith consider AHI Member’s proposal without taking into account any considerations related to the business activities of any NSAM Entity that may compete with such New American Product. For a period of thirty (30) days from the date AHI Member proposes a New American Product, AHI Member and NSAM Member shall cooperate in ...
Investment Vehicles. ANY INVESTMENT VEHICLE, OR INTEREST THEREIN, ACQUIRED BY OR TRANSFERRED TO THE TRUSTEE UPON THE DIRECTION OF THE ASSET MANAGER SHALL BE ALLOCATED TO A DESIGNATED DIRECTED FUND, AND THE TRUSTEE'S DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT SHALL NOT BE INCREASED OR OTHERWISE AFFECTED THEREBY. THE TRUSTEE SHALL BE RESPONSIBLE SOLELY FOR THE SAFEKEEPING OF THE PHYSICAL EVIDENCE, IF ANY, OF THE TRUST'S OWNERSHIP OF OR INTEREST OR PARTICIPATION IN SUCH INVESTMENT VEHICLE.
Investment Vehicles. The Xxx Trust may invest and reinvest the the Shares and any proceeds thereof from time to time in (a) stock of Liberty, (b) obligations of, or guaranteed by, the United States Government or any agency thereof, or (c) time deposits, federally insured money-market funds, or certificates of deposit issued by the Bank.
Investment Vehicles. GXXX II and GXXX III are the only Investment Vehicles for which AHI Seller or any of its Subsidiaries has provided or currently provides services to market, sponsor, advise, sub-advise or otherwise manage. GXXX III is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. To the Knowledge of the AHI Seller, GXXX III has the requisite power and authority to own or lease its assets and properties and to conduct its business as it is now being conducted. To the Knowledge of the AHI Seller, GXXX III is duly licensed or qualified and is in good standing as a foreign entity in all jurisdictions in which it is required to be so licensed or qualified, except where the failure to be so licensed or qualified, individually or in the aggregate, has not been and would not reasonably be expected to be, material to GXXX III. The AHI Seller has made available to the Purchaser true and correct copies of each Contract between the AHI Seller or any of its Affiliates, on the one hand, and GXXX III, on the other hand. To the Knowledge of the AHI Seller, GXXX III is, and has been, operated in compliance in all material respects with applicable Laws and its investment objectives, policies and restrictions, as set forth in the private offering memorandum or other offering documents for GXXX III.
