Parallel Fund Sample Clauses

Parallel Fund. It is possible that the General Partner may form a parallel fund with substantially the same terms and conditions as SRE Opportunity Fund III, L.P. for certain investors (e.g., those that do not qualify as "qualified purchasers" as defined in the Subscription Agreement), which would co-invest alongside SRE Opportunity Fund III, L.P. as provided in the Partnership Agreement. As noted in the attached materials, if such a parallel fund is formed, your subscription may be accepted for such fund, in which event the General Partner Acceptance Page to your Subscription Agreement would reflect your acceptance to the parallel fund rather than SRE Opportunity Fund III, X.X. The initial closing of this subscription is presently anticipated to take place as soon as is practicable. All subscription documents (including suitable notarization of the Power of Attorney) are to be executed and returned to Xxxxxxx X. Xxxxxx of Xxxxxxxx & Xxxxx LLP at the following address: Xxxxxxxx & Xxxxx LLP 000 Xxxxx XxXxxxx Chicago, IL 60654 Attn.: Xxxxxxx X. Xxxxxx Please print and return in its entirety each of the applicable documents referenced in Items (i) through (iv) of the Instructions for Subscribers. SRE Opportunity Fund III GP, LLC reserves the right at any time to accept or reject all or any portion of any subscription at one or more closings in its sole discretion. If a subscription is accepted, the Subscriber will receive (i) a copy of the accepted Subscription Agreement, including the General Partner Acceptance Page and (ii) a copy of the executed Partnership Agreement and any then effective amendments thereto. Commonwealth of Pennsy lvania State Employees' Retirement System Name of Subscriber (Please Print or Type) SRE OPPORTUNITY FUND III, L.P. SUBSCRIPTION AGREEMENT 1. Agreement of Subscriber to Become a Limited Partner. The undersigned subscriber (the "Subscriber") hereby agrees to (a) become a limited partner in SRE Opportunity Fund III, L.P., a limited partnership formed under the laws of the State of Delaware (the "Partnership"), on the terms of the Agreement of Limited Partnership under which the Partnership is constituted, as the same may be amended, modified and/or restated from time to time in accordance with its terms (the "Partnership Agreement"), (b) adhere to, comply with, be bound by and receive the benefits of the terms of the Partnership Agreement and such terms are hereby incorporated by reference as if set out herein in full, including the power of atto...
Sample 1
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Parallel Fund. The General Partner or its Affiliates may form one or more entities (each, a “Parallel Fund”) with structures that may differ from that of the Partnership, in order to facilitate the making of investments in Investments by certain categories of investors (including U.S. tax-exempt and non-U.S. investors) who, due to special tax or other concerns, are unwilling to invest directly in the Partnership. Upon the final closing of the Partnership and any Parallel Fund, the General Partner shall have the ability to transfer interests in Investments among the Partnership and any Parallel Fund so as to cause the entities to hold interests in each Investment in proportion to their respective capital commitments, to cause a Limited Partner that is qualified to participate in the Parallel Fund to exchange its interest in the Partnership for an economically equivalent interest in the Parallel Fund or vice-versa, to cause the Partnership to transfer to the Parallel Fund assets that represent the indirect interest in each Partnership investment attributable to those Limited Partners whose interests in the Partnership are exchanged for interests in the Parallel Fund. In the event a Parallel Fund is formed, it is intended that the Partnership and such Parallel Fund will be operated, to the extent practicable, as a single, collective investment vehicle and, to the maximum extent reasonably practicable, the Partnership and such Parallel Fund will generally participate in suitable investments in accordance with the Investment Allocation Policy (as defined in the Memorandum).
Sample 1
Parallel Fund. The Limited Partner hereby acknowledges and ------------- agrees that the General Partner and the members of the General Partner may, at any time after the Effective Date, form, manage and thereafter serve as general partner of another partnership (the "Parallel Fund"); provided that, the ------------- -------- Parallel Fund shall be limited to making investments in portfolio companies in which the Partnership also invests and shall make such investments (and divestitures) side-by-side with and on the same terms and conditions as the Partnership, and that the terms of the Parallel Fund shall be reasonably acceptable to BAC. The treatment of any management fee from a Parallel Fund will be discussed by the General Partner and the Limited Partner at the time such Parallel Fund is formed. The Parallel Fund shall be a separate and distinct legal entity from the Partnership, and shall be permitted to solicit and accept subscriptions, at the General Partner's sole discretion, from third party investors.
Sample 1
Parallel Fund. (a) Each Limited Partner hereby acknowledges and agrees that, in order to facilitate investment by certain investors and/or the Parallel Fund Investment Strategy, the General Partner may after the Initial Closing Date, form and thereafter serve, or have an Affiliate (which Affiliate shall be controlled by one or more Taaleri Persons) serve, as a general partner, managing member, manager, similar controlling Person or management company for one or more partnerships or other entities (all of such Persons designated by the General Partner as a “Parallel Fund,” together with (to the extent the General Partner reasonably determines to be applicable) any alternative investment vehicles created for such entities, are collectively referred to herein as the “Parallel Fund”). If the Parallel Fund is formed, it shall (subject to Sections 6.18(b), 6.18(f) and 7.13(e)) invest in each Portfolio Company and bear expenses relating to each Portfolio Company that falls within the Investment Strategy and the Parallel Fund Investment Strategy in such proportion as the General Partner shall determine, in each applicable case on substantially the same terms and conditions as the Partnership’s Investment in the Portfolio Company, subject to any tax, regulatory, accounting, legal or other similar considerations (including, in the reasonable determination of the General Partner or Parallel Fund General Partner, any considerations based on the Investment Strategy or Parallel Fund Investment Strategy). Except as set forth in Section 6.18(b), to the extent reasonably practical, the Parallel Fund shall dispose of any Portfolio Company interests that were acquired in any investment made alongside the Partnership at substantially the same time, on substantially the same terms and in the same relative proportions (based upon the aggregate amount invested in such interests by each of the Partnership and the Parallel Fund) as the Partnership disposes of its investment in such Portfolio Company interests that were acquired by the Partnership in the transaction that gave rise to the investment, in each case except to the extent reasonably necessary or advisable to address tax, regulatory, accounting, legal or other similar considerations (including, in the reasonable determination of the General Partner or Parallel Fund General Partner, any considerations based on the Investment Strategy or Parallel Fund Investment Strategy). For purposes of this Section 6.18 and, except where the context ot...
Sample 1

Related to Parallel Fund

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • Per-pupil Funding The School's non-facility general fund per-pupil funding shall be as defined in Sec. 302D-28, HRS. The Commission shall distribute the School's per-pupil allocation each fiscal year pursuant to Sec. 302D-28(f), HRS, and shall provide the School with the calculations used to determine the per-pupil amount each year. All funds distributed to the School from the Commission shall be used solely for the School's educational purposes as appropriated by the Legislature, and the School shall have discretion to determine how such funding shall be allocated at the school level to serve those purposes subject to applicable laws and this Contract.

  • Special Situations XXXXXXX BENEFICIARY agrees to inform AGENCY within one (1) business day of any circumstances or events which may reasonably be considered to jeopardize its capability to continue to meet its obligations under the terms of this Agreement. Incidents may include, but are not limited to, those resulting in injury, media coverage or public reaction that may have an impact on the AGENCY’S or GRANTEE BENEFICIARY’S ability to protect and serve its participants, or other significant effect on the AGENCY or GRANTEE BENEFICIARY. Incidents shall be reported to the designated AGENCY contact below by phone or email only. Incident report information shall not include any identifying information of the participant.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action, whether at law or in equity, against the Partnership or any Partner. B. A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. The admission of any transferee as a Substituted Limited Partner shall be subject to the transferee executing and delivering to the General Partner an acceptance of all of the terms and conditions of this Agreement (including without limitation, the provisions of Section 2.4 and such other documents or instruments as may be required to effect the admission), each in form and substance satisfactory to the General Partner) and the acknowledgment by such transferee that each of the representations and warranties set forth in Section 3.4 are true and correct with respect to such transferee as of the date of the transfer of the Partnership Interest to such transferee and will continue to be true to the extent required by such representations and warranties. C. Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of OP Units, and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.

  • Investment Management Trust Agreement The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.

  • Additional Partners (a) Effective on the first day of any month (or on such other date as shall be determined by the General Partner in its sole discretion), the General Partner shall have the right to admit one or more additional or substitute persons into the Partnership as General Partners or Limited Partners. Each such person shall make the representations and certifications with respect to itself set forth in Sections 3.7 and 3.8. The General Partner shall determine and negotiate with the additional Partner all terms of such additional Partner’s participation in the Partnership, including the additional Partner’s initial GP-Related Capital Contribution, Capital Commitment-Related Capital Contribution, GP-Related Profit Sharing Percentage and Capital Commitment Profit Sharing Percentage. Each additional Partner shall have such voting rights as may be determined by the General Partner from time to time unless, upon the admission to the Partnership of any Limited Partner, the General Partner shall designate that such Limited Partner shall not have such voting rights (any such Limited Partner being called a “Nonvoting Limited Partner”). Any additional Partner shall, as a condition to becoming a Partner, agree to become a party to, and be bound by the terms and conditions of, the Trust Agreement. If Blackstone or another or subsequent holder of an Investor Note approved by the General Partner for purposes of this Section 6.1(a) shall foreclose upon a Limited Partner’s Investor Note issued to finance such Limited Partner’s purchase of his Capital Commitment Interests, Blackstone or such other or subsequent holder shall succeed to such Limited Partner’s Capital Commitment Interests and shall be deemed to have become a Limited Partner to such extent. Any Additional Partner may have a GP-Related Partner Interest or a Capital Commitment Partner Interest, without having the other such interest. (b) The GP-Related Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners’ GP-Related Profit Sharing Percentages as of such date, shall be established by the General Partner pursuant to Section 5.3. The Capital Commitment Profit Sharing Percentages, if any, to be allocated to an additional Partner as of the date such Partner is admitted to the Partnership, together with the pro rata reduction in all other Partners’ Capital Commitment Profit Sharing Percentages as of such date, shall be established by the General Partner. (c) An additional Partner shall be required to contribute to the Partnership his pro rata share of the Partnership’s total capital, excluding capital in respect of GP-Related Investments and Capital Commitment Investments in which such Partner does not acquire any interests, at such times and in such amounts as shall be determined by the General Partner in accordance with Sections 4.1 and 7.1. (d) The admission of an additional Partner will be evidenced by (i) the execution of a counterpart copy of, or counter-signature page with respect to, this Agreement by such additional Partner, or (ii) the execution of an amendment to this Agreement by the General Partner and the additional Partner, as determined by the General Partner, or (iii) the execution by such additional Partner of any other writing evidencing the intent of such person to become a substitute or additional Limited Partner and to be bound by the terms of this Agreement and such writing being accepted by the General Partner on behalf of the Partnership. In addition, each additional Partner shall sign a counterpart copy of the Trust Agreement or any other writing evidencing the intent of such person to become a party to the Trust Agreement.

  • Investment Management Fee For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month. If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii). If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers and reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered. To the extent that waivers and reimbursements by the Advisor required by such limitations are in excess of the Advisor's management fee, the Investment Management Fee paid to the Sub-Advisor will be reduced to zero for that month, but in no event shall the Sub-Advisor be required to reimburse the Advisor for all or a portion of such excess reimbursements.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

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