Common use of Parallel Funds Clause in Contracts

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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (TCW Direct Lending VIII LLC), Limited Liability Company Agreement (TCW Direct Lending VIII LLC)

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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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (TCW Direct Lending VII LLC), Limited Liability Company Agreement (TCW Direct Lending VII LLC)

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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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (TCW Spirit Direct Lending LLC), Limited Liability Company Agreement (TCW Star Direct Lending LLC)

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