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 the Liquidating Company, the Public Fund, the Extension Fund, an Intermediate Entity, a Successor Fund or any SMA.
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 net asset value per unit in the Aggregator. For the avoidance of doubt, (i) any Comparable Fund or any co-investment vehicles, if any, (ii) any vehicles with substantially similar investment objectives and strategies that invest alongside the Partnership but operated as distinct investment structures, and (iii) other entities relating to additional capital in a single investment in a Portfolio Entity, shall not be considered Parallel Funds.
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. 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. (a) In order to address the legal, tax, regulatory or other considerations of particular investors, the Managing Member or its Affiliates may form one or more investment funds that will co- invest on a side-by-side basis with the Company (each, a “Parallel Fund”).
Parallel Funds. (a) The General Partner or any of its Affiliates may establish one or more investment funds, limited partnerships, limited liability companies or other similar entities formed to invest on a side- by-side basis with the Partnership and to address legal, tax or regulatory concerns of investors and any replacement or successor funds thereto that the General Partner determines shall replace or succeed to such funds (each such entity, a “Parallel Fund”). Each Parallel Fund shall be controlled by the General Partner or one of its Affiliates to the extent practicable in light of such legal, tax, contractual and regulatory considerations.
Parallel Funds. 19 Section 3.8 Form of Contribution; Interest on Capital Contributions 20 Section 3.9 Withdrawal and Return of Capital Contributions 20 Section 3.10 Borrowings 20 ARTICLE IV ALLOCATIONS OF NET INCOME AND NET LOSS 21 Section 4.1 Allocation of Net Income and Net Loss 21 ARTICLE V DISTRIBUTIONS 21 Section 5.1 Distributions 21 Section 5.2 Tax Distributions 22 Section 5.3 Limitations on Distributions 23 Section 5.4 Reserves 23 Section 5.5 Withholding 23 ARTICLE VI BOOKS OF ACCOUNT, RECORDS AND REPORTS, FISCAL YEAR 24 Section 6.1 Books and Records 24 Section 6.2 Reports 24
Parallel Funds. 2.3.1 In the event that the number of Partners will exceed 20, the General Partner shall establish one or, if so required under the Partnership Ordinance, more additional limited partnerships or other investment entities (the “Parallel Funds”) to invest in parallel with the Partnership. The Partnership and any Parallel Funds, if organized, are collectively referred to herein as the “Manof I Funds.” The Partners and the participants in any Parallel Funds, if organized, are collectively referred to herein as the “Manof I Investors”. The Manof I Funds shall make Financing Investments (as defined below) at the same time, on the same economic terms and pro rata based on the respective aggregate available capital of each such fund. The Manof I Funds shall also share pro rata (based on invested capital) in any fees and expenses relating to Financing Investments made by them, including, without limitation, any indemnification obligations arising under 12.2 and the corresponding provisions of the governing documents of any other Manof I Fund. The General Partner shall make any dispositions of Financing Investments and distributions with respect thereto to the Manof I Investors at the same time, on the same economic terms and pari passu. In the event that Parallel Funds are established, the aggregate Subscription of the Government to all Manof I Funds shall be pro rated among each such fund in accordance with the aggregate Subscriptions of the Manof I Investors in each such fund.
