Parallel Investment Vehicles Sample Clauses

Parallel Investment Vehicles. The General Partner may, in its discretion, establish one (1) or more additional limited liability companies, limited partnerships or similar investment vehicles to facilitate the ability of certain investors to invest with the Partnership generally on a side-by-side basis (each, a “Parallel Investment Vehicle” and collectively, the “Parallel Investment Vehicles”). The following provisions, to the extent practicable, subject to legal, regulatory, tax or other considerations particular to one or more of the Partnership and any Parallel Investment Vehicle and their respective investors or other beneficial owners (each, a “Parallel Vehicle Member” and collectively, the “Parallel Vehicle Members”), shall apply with respect to the operation of the Partnership and any Parallel Investment Vehicle:
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Parallel Investment Vehicles. The General Partner may, in its sole discretion, establish parallel and/or feeder partnerships, real estate investment trusts, group trusts or other investment vehicles to address the tax, regulatory or other concerns of certain prospective investors in the Partnership, including members of the General Partner and their Affiliates, where the General Partner, in its sole discretion, determines that such arrangements will not have a material adverse effect on the Partnership and are reasonably expected to preserve in all material respects the overall economic relationship of the Partners and the investors in such parallel or feeder investment vehicles. The expenses associated with establishing and maintaining any such parallel or feeder investment vehicle will be borne on a pro rata basis (based upon capital commitments to such investment vehicle) by the investors therein (and shall not reduce such investors’ unfunded capital commitments to such vehicle or be treated as capital contributions thereto).
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Parallel Investment Vehicles. (a) The Managing Member shall provide the Future Fund Member with execution copies of the organizational documents of any Parallel Investment Vehicle as promptly as practicable following the initial closing of such Parallel Investment Vehicle (and, in any event, no later than the date on which the Managing Member furnishes a Side Letter entered into with an investor in such Parallel Investment Vehicle to the Future Fund Member pursuant to paragraph 0 above). For the avoidance of doubt, the rights granted to the Future Fund Member pursuant to paragraph 2 above shall not apply with respect to any provision in the organizational documents of any Parallel Investment Vehicle or Side Letter reducing or waiving Transaction Distribution Amount or Carried Interest, in whole or in part, with respect to Brookfield.
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Parallel Investment Vehicles. In order to accommodate the legal, tax, regulatory or investment requirements of certain investors, the General Partner may organize one or more U.S. or non-U.S. partnerships or other vehicles or other similar arrangements (each a “Parallel Investment Vehicle”) for certain types of investors (which may include certain Limited Partners) to invest in certain types of Investments. Subject to legal, tax or regulatory considerations, or the investment guidelines of an investor, each Parallel Investment Vehicle will co-invest with the Investment Partnership on substantially the same terms as the Investment Partnership. Each Limited Partner hereby acknowledges and agrees that the General Partner and/or one or more of its Affiliates may form, and serve as a general partner, manager or similar controlling Person for, one or more Parallel Investment Vehicles. The Incentive Distributions payable to the Special Limited Partners 1051492.09-NYCSR02A - MSW in respect of Investments made through Parallel Investment Vehicles shall be calculated in the same manner as, and shall be no greater in amount than, the Incentive Distributions that would have been payable to the Special Limited Partners if such Investments had been made by the Investment Partnership; provided that the investment results of Parallel Investment Vehicles and the investment results of the Investment Partnership will be aggregated for purposes of calculating the Incentive Distributions unless the General Partner determines, in its sole discretion, and based on the advice of tax counsel, that such aggregation would increase the risk of adverse legal, tax, regulatory or other consequences. Each Parallel Investment Vehicle Agreement will contain a provision comparable to this Section 2.8.
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Related to Parallel Investment Vehicles

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Multi-Manager Funds In connection with securities transactions for the Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the “Managers” for the purposes of this section) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager’s responsibility in providing advice is expressly limited to a discrete portion of the Fund’s portfolio that it manages. This prohibition does not apply to communications by the Adviser in connection with the Adviser’s (i) overall supervisory responsibility for the general management and investment of the Fund’s assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

  • PIPE Investment (a) Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Merger. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Party; (C) of the receipt of any material notice or other communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respects; and (D) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.

  • Investment Portfolio All investment securities held by Seller or its Subsidiaries, as reflected in the consolidated balance sheets of Seller included in the Seller Financial Statements, are carried in accordance with GAAP, specifically including but not limited to, FAS 115.

  • Special Purpose Funding Vehicles Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the Laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

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