Parallel Funds. The Manager may, in its discretion and to the extent permitted by applicable law, create or sponsor partnerships or other vehicles that will be formed for participating pro rata and pari passu in the portfolio companies of the Company. ("Parallel Fund"). The Parallel Fund may consist of certain investors who for a variety of reasons may not wish to participate in the investments through the Company. Any costs associated with the formation and administration of a Parallel Fund will be paid by the investors in the Parallel Fund. It is the intention of the Manager that the Manager of the Company will also act as the Manager of the Parallel Fund; provided, however, if such an arrangement were to become prohibited or result in a conflict of interest, a separate Manager will be established. The Parallel Fund will contain the similar economic terms, rights, restrictions and obligations for its investors as are applicable to Investors in the Company. Like the restrictions on transfer of Interests in the Company, investors in the Parallel Fund will not have the right to transfer their interest in the Parallel Fund without the consent of the Manager, except in certain limited circumstances to permitted transferees. No Parallel Fund shall at any time sell, exchange, transfer or otherwise dispose of an interest in a portfolio company that was acquired as a co-investment with the Company unless (i) the Company and the Parallel Fund sell, exchange, transfer or otherwise dispose of, at substantially the same time, their interest in such portfolio company, and the aggregate amount of such interest sold, exchanged, transferred or otherwise disposed of by the Company and the Parallel Fund is allocated among the Company and the Parallel Fund pro rata in proportion to the aggregate amounts respectively invested by the Company and the Parallel Fund on such portfolio company; and (ii) the terms of such rate, exchange, transfer or other disposition, except to the extent necessary to address regulatory or other legal considerations, are substantially the same as those applicable to such rate, exchange, transfer or other disposition by the Company at such time.
Parallel Funds. In order to facilitate investments by certain investors and/or to accommodate investors with differing tax, regulatory, or legal needs and/or objectives, the Company in its sole discretion may form one or more parallel investment vehicles (each, a “Parallel Fund”) to invest alongside the Company in some or all Portfolio Investments as part of the Company’s investment program to the extent permitted by applicable law and/or in accordance with any relief granted by the SEC; provided, however, that the Company receives tax advice that the formation of a Parallel Fund will not have any adverse tax consequences to the Company. To the extent permitted by applicable law and/or in accordance with any relief granted by the SEC, (i) any co-investment by a Parallel Fund with the Company in a Portfolio Investment shall be made at the same time and on substantially the same investment terms as the Company and (ii) the Company and each Parallel Fund will dispose of its investments in a Portfolio Investment at the same time and on substantially the same terms, in each case subject to any specific legal, regulatory, tax, or other similar factors applicable to the Company or any such Parallel Fund. A Parallel Fund shall not include an Intermediate Entity, a Successor Fund or any SMA.
Parallel Funds. The Manager may, in its discretion and to the extent permitted by applicable law, create or sponsor partnerships or other vehicles that will be formed for participating pro rata and pari passu in the portfolio companies of the Company (“Parallel Fund”). The Parallel Fund may consist of certain investors who for a variety of reasons may not wish to participate in the investments through the Company. Any costs associated with the formation and administration of a Parallel Fund will be paid by the investors in the Parallel Fund. It is the intention of the Manager that the Manager of the Company will also act as the Manager of the Parallel Fund; provided, however, if such an arrangement were to become prohibited under the terms of this Agreement, a separate Manager would be appointed. The Parallel Fund will likely contain economic terms, rights, restrictions and obligations for its investors that are completely different to those applicable to Investors in the Company.
Parallel Funds. (a) The General Partner or an Affiliate thereof may create one or more parallel investment funds or other entities, including any feeder vehicles into such entities or related intermediate entities, (collectively, “Parallel Funds”) to accommodate legal, tax, regulatory, compliance, or certain other operational requirements which will generally co-invest (either directly or indirectly) in its Investments with the Partnership on a pro rata basis (based upon available capital) and on substantially the same terms as the Partnership (including by means of investing in the Aggregator), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. The Partnership and the Parallel Funds will generally also dispose of each such Investment at the same time and on substantially the same terms, pro rata based on the capital invested by each in such investment (including by the Aggregator disposing of such investment), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. Investors should note that, as a result of the legal, tax, regulatory, compliance, structuring or other considerations mentioned above, the terms of such Parallel Funds may substantially differ from the terms of the Partnership. In particular, such differences may cause Parallel Funds to subscribe at a different NAV per unit in the Aggregator. For the avoidance of doubt, neither BXPE Lux, any Comparable Fund nor any co-investment vehicles, if any, or other entities relating to additional capital in a single investment in a Portfolio Entity shall be considered Parallel Funds.
Parallel Funds. In order to facilitate investments by certain investors and/or to accommodate investors with differing tax, regulatory, or legal needs and/or objectives, the Company in its sole discretion may form one or more parallel investment vehicles (each, a “Parallel Fund”) to invest alongside the Company in some or all Portfolio Investments as part of the Company’s investment program to the extent permitted by applicable law and/or in accordance with any relief granted by the SEC; provided, however, that the Company receives tax advice that the formation of a Parallel Fund will not have any adverse tax consequences to the Company. To the extent permitted by applicable law and/or in accordance with any relief granted by the SEC, (i) any co-investment by a Parallel Fund with the Company in a Portfolio Investment shall be made at the same time and on substantially the same investment terms as the Company and (ii) the Company and each Parallel Fund will dispose of their investments in a Portfolio Investment at the same time and on substantially the same terms, in each case subject to any specific legal, regulatory, tax, or other similar factors applicable to the Company or any such Parallel Fund. A Parallel Fund shall not include the Unitranche Fund, an Intermediate Entity, a Successor Fund or any SMA.
Parallel Funds. Investor shall not be required to be admitted to a Parallel Fund without its prior written consent, which consent may be withheld in Investor’s discretion, or before Investor is given a reasonable opportunity to review the organizational documents of the Parallel Fund.
Parallel Funds. As defined in Section 2.10(a).
Parallel Funds. In order to facilitate investments by certain investors and/or to accommodate investors with differing tax, regulatory, or legal needs and/or objectives, the Company in its sole discretion may form one or more parallel investment vehicles (each, a “Parallel Fund”) to invest alongside the Company in some or all Portfolio Investments as part of the Company’s investment program to the extent permitted by applicable law and/or in accordance with any relief granted by the SEC; provided, however, that the Company receives tax advice that the formation of a Parallel Fund will not have any adverse tax consequences to the Company. To the extent permitted by applicable law and/or in accordance with any relief granted by the SEC, (i) any co-investment by
Parallel Funds. As of the Closing Date, other than as listed on Schedule I and such other Parallel Funds that have executed documentation to join this Credit Facility, no Parallel Funds except for those that have been previously disclosed to the Administrative Agent have been formed pursuant to any or in accordance with any Corporate Document or other Constituent Document of any Credit Party or otherwise.
Parallel Funds. Such Borrower shall not (nor permit any Affiliate to) cause Investor Contributions to be made, directly or indirectly, to a Parallel Fund, or an Affiliate of a Credit Party unless (i) in the case of any Parallel Fund, the transfer of Investor Commitments is permitted by Section 9.5(f) hereof or (ii) such Borrower shall give the Administrative Agent prior written notice thereof and such Parallel Fund has (a) been approved by the Administrative Agent in its reasonable discretion (it being understood that the Administrative Agent will approve such Parallel Fund as a Parallel Borrower) and (b) executed documentation substantially similar to that executed by the Borrowers at the Closing Date, including but not limited to delivery of a Borrower Joinder Agreement (and any other applicable Loan Document), an updated Schedule I hereto which adds such Parallel Borrower thereto and provides all other relevant “Schedule I” information with respect to such Parallel Borrower, legal opinions, Constituent Documents, a Borrower Security Agreement and accessions thereto, a Collateral Account Pledge, and such other Collateral Documents and Loan Documents and filings as the Administrative Agent may reasonably request, under which the Parallel Fund, as applicable, shall grant to the Administrative Agent a security interest in (1) the right to call Investor Contributions, and (2) any corresponding collateral account into which its Investor Contributions are due to be paid. Upon the satisfaction of the requirements of this Section 9.5(e), the Parallel Fund shall be bound by the terms and conditions of this Credit Agreement as if it were a Borrower hereunder (each such Borrower, a “Parallel Borrower”). Each such Parallel Borrower shall be jointly and severally liable for all Obligations hereunder.
