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Parallel Vehicles Sample Clauses

Parallel Vehicles. On or prior to the Final Closing Date, the General Partner or an Affiliate thereof may, to accommodate legal, tax or regulatory considerations of certain investors, form one or more pooled investment vehicles to co-invest with the Fund (each, a “Parallel Vehicle”). Each Parallel Vehicle shall be controlled by the General Partner or an Affiliate thereof, shall be managed by the Fund Manager or an Affiliate thereof, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such differences as may be required, or requested by the Investors therein, to accommodate the legal, tax or regulatory considerations referred to in the preceding sentence. The General Partner shall, subject to such legal, tax or regulatory considerations, cause each Parallel Vehicle to co-invest with the Fund in each Portfolio Company in proportion to the respective capital commitments of the Parallel Vehicles and the Fund. All references in this Section 2.8 (Parallel Vehicles) to the Investors of a Parallel Vehicle shall be deemed to include all Investors in a Parallel Vehicle formed as a vehicle other than a limited partnership. Each investment by a Parallel Vehicle shall, subject to legal, tax or regulatory considerations, be on substantially the same terms as, and on economic terms that are no more than favorable to such Parallel Vehicle than, those received by the Fund. With respect to each investment in which a Parallel Vehicle participates (or proposes to participate) with the Fund, any expenses or indemnification or other obligations related to such investment shall be borne by, and any Fee Income shall be allocated among, the Fund and any such Parallel Vehicle in proportion to the capital committed or proposed to be committed by each to such investment, provided that each Parallel Vehicle shall bear its share of Organizational Expenses and Fund Expenses pro rata in proportion to the respective capital commitments of the Fund and the Parallel Vehicles, subject to such adjustment as the General Partner may reasonably and in good faith determine to be equitable to the Fund and the Parallel Vehicles. The General Partner shall, subject to legal, tax or regulatory considerations, cause the Fund and the Parallel Vehicles to sell or otherwise dispose or divest of their respective interests in a Portfolio Company at the same time and on the same terms, in proportion to...
Parallel Vehicles. (a) The General Partner or any of its Affiliates may establish one or more Parallel Vehicles which will co-invest with the Partnership and will dispose of such co-investments on no more favourable financial terms than, and on no more favourable non-financial terms (save for any deviations required to accommodate tax, regulatory, legal or other similar reasons) than, and at the same time as, the Partnership except to the extent that the General Partner determines that there is a material risk that such investment or disposal will cause materially adverse tax, regulatory or legal consequences for the Partnership or the Partners or any Parallel Vehicles and their investors. (b) Any Parallel Vehicle shall be established on substantially the same terms as the Partnership, save for any deviations required to accommodate tax, regulatory or legal reasons, or as otherwise required to accommodate the nature of such Parallel Vehicle. The Partnership shall enter into a co-investment agreement (the “Co-Investment Agreement”) with each Parallel Vehicle pursuant to which, subject to the provisions of Section 7.8(a), each entity shall: (i) invest in and divest from Investments in proportion to its respective capital available for investment at the relevant time; (ii) pay all costs and liabilities relating to Investments on a pro rata basis to their respective invested capital in such Investments at the relevant time, (iii) in each case, subject to adjustments by the General Partner to reflect the effect of Partners or investors in any Parallel Vehicle who are Defaulting Limited Partners or defaulting partners in any Parallel Vehicles, excused or excluded from particular Investments pursuant to the terms of this Agreement or the comparable agreement of any Parallel Vehicle and except to the extent necessary to address tax, legal or regulatory considerations. (c) Notwithstanding anything herein to the contrary, the General Partner may, in its sole discretion after consultation with the AIFM or a sub-advisor thereof, establish and direct or redirect the Capital Contributions of some or all Limited Partners to be made through one or more other Parallel Vehicles and may exchange a portion of the Interests of one or more Limited Partners for similar equity interests in one or more other Parallel Vehicles if in the judgment of the General Partner and the Investment Manager, the use of such Parallel Vehicles would allow the Partnership to overcome legal or regulatory constraints,...
Parallel Vehicles. Alternatively, placement fees (but not placement agent expenses) may be paid by the Fund but offset against the Management Fee.
Parallel Vehicles. ‌ 7 Alternatively, placement fees (but not placement agent expenses) may be paid by the Fund but offset against the Management Fee. 2.8.1 On or prior to the Final Closing Date, the General Partner or an Affiliate thereof may, to accommodate legal, tax or regulatory considerations of certain investors, form one or more pooled investment vehicles to co-invest with the Fund (each, a “Parallel Vehicle”). Each Parallel Vehicle shall be controlled by the General Partner or an Affiliate thereof, shall be managed by the Fund Manager or an Affiliate thereof, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such differences as may be required, or requested by the Investors therein, to accommodate the legal, tax or regulatory considerations referred to in the preceding sentence. The General Partner shall, subject to such legal, tax or regulatory considerations, cause each Parallel Vehicle to co-invest with the Fund in each Portfolio Company in proportion to the respective capital commitments of the Parallel Vehicles and the Fund. All references in this Section 2.8 (Parallel Vehicles) to the Investors of a Parallel Vehicle shall be deemed to include all Investors in a Parallel Vehicle formed as a vehicle other than a limited partnership.‌ 2.8.2 Each investment by a Parallel Vehicle shall, subject to legal, tax or regulatory considerations, be on substantially the same terms as, and on economic terms that are no more than favorable to such Parallel Vehicle than, those received by the Fund. With respect to each investment in which a Parallel Vehicle participates (or proposes to participate) with the Fund, any expenses or indemnification or other obligations related to such investment shall be borne by, and any Fee Income shall be allocated among, the Fund and any such Parallel Vehicle in proportion to the capital committed or proposed to be committed by each to such investment, provided that each Parallel Vehicle shall bear its share of Organizational Expenses and Fund Expenses pro rata in proportion to the respective capital commitments of the Fund and the Parallel Vehicles, subject to such adjustment as the General Partner may reasonably and in good faith determine to be equitable to the Fund and the Parallel Vehicles. The General Partner shall, subject to legal, tax or regulatory considerations, cause the Fund and the Parallel Vehicles to ...
Parallel Vehicles. 2.8.1 On or prior to the Final Closing Date, the General Partner or an Affiliate thereof may, to accommodate legal, tax or regulatory considerations of certain investors, form one or more pooled investment vehicles to co-invest with the Fund (each, a “Parallel Vehicle”). Each Parallel Vehicle shall be controlled by the General Partner or an Affiliate thereof, shall be managed by the Fund Manager or an Affiliate thereof, and shall be governed by organizational documents containing provisions substantially the same in all material respects as those of the Fund (including this Agreement), with only such differences
Parallel VehiclesThe General Partner (or an affiliate) may, in its discretion, organize Parallel LPs to facilitate for legal, tax, regulatory, structuring, compliance, investment-specific or other considerations, investments by certain foreign, tax-exempt or other classes of investors. Subject to the last paragraph of this section, the General Partner agrees that, in the event any limited partner in a Parallel LP (with a commitment to such Parallel LP equal to or less than the Co-Investor’s Commitment and who is investing on the same fee basis as the Co-Investor) is offered any governance rights in respect of Group or transfer rights in a manner more favorable in any material respect to such limited partner than the governance or transfer rights applicable to the Co-Investor described herein, then (i) the General Partner will notify the Co-Investor of such more favorable governance or transfer rights and (ii) the Co-Investor will be entitled to elect to receive rights and benefits comparable, to the extent practicable, to such more favorable governance or transfer rights in their entirety in lieu of the governance or transfer rights received by the Co-Investor herein, provided that the Investor agrees to assume any obligations associated therewith. The General Partner and Xxxxxxxxxx will procure that no other limited partner under any Parallel LP shall be (i) characterised as the equivalent of an Anchor Investor (as defined in the Governance Term Sheet) and/or (ii) granted any rights that would prevent the exercise of the rights of the Co-Investor under this term sheet.
Parallel Vehicles. Notwithstanding Section 4.6, the General Partner or its Affiliates may establish one or more additional parallel investment vehicles or other arrangements for certain types of investors (each such vehicle or arrangement, a “Parallel Vehicle”), which, subject to legal, tax, regulatory and other similar considerations, will generally invest proportionately (based on available capital) in all Investments and dispose of Investments on effectively the same terms and conditions and at approximately the same time as the Partnership. Subject to legal, tax, regulatory and other similar considerations, the economic terms of each Parallel Vehicle will be substantially similar to those of the Partnership. Subject to applicable legal, tax, regulatory or other similar considerations, the Partnership and each Parallel Vehicle shall share in (a) each Investment pro rata based on the aggregate Unfunded Commitments and unfunded commitments of investors in Parallel Vehicles, (b) expenses related to Investments in proportion to their relative interests in the Investments to which they relate, and (c) other Partnership Expenses and partnership expenses of any Parallel Vehicle pro rata based on the aggregate Capital Commitments and capital commitments of investors in such Parallel Vehicles. Notwithstanding any other provision of this Agreement to the contrary, in the event that the General Partner or an Affiliate thereof forms one or more Parallel Vehicles, the General Partner shall have full authority, without the consent of any Person, including any other Partner, to amend this Agreement as may be necessary or appropriate in the good faith judgment of the General Partner to facilitate the formation and operation of such Parallel Vehicle(s) and the investments contemplated by this Section 2.11, and to interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this Section 2.11.
Parallel Vehicles. 2.6.1 In addition to the right of the General Partner to establish Alternative Vehicles pursuant to Section 2.4.1, the General Partner or any of its Affiliates may establish one or more additional entities (each, a “Parallel Vehicle”) to invest side-by-side with the Fund in Investments, in order to (a) facilitate the making of Investments or certain sub-categories of Investments by certain categories of investors to accommodate applicable legal, tax or regulatory requirements or internal investment policy or guideline concerns of such investors (each, an “Investor Parallel Vehicle”) or (b) facilitate the making of Investments by certain partners, members, managing directors, directors, officers or employees of KKR or the KKR Affiliates (“KKR Personnel”), Senior Advisors, Industry Advisors, KKR Advisors, Capstone Executives, RPM Executives, other associates of KKR or the KKR Affiliates or any of their respective Affiliates or designees (each, a “KKR Parallel Vehicle”). The Euro Fund is an Investor Parallel Vehicle of the Fund. To the extent reasonably practicable, Parallel Vehicles will have investment objectives, economic terms, conditions and management substantially similar to those of the Fund; provided that (i) the organizational documents of any KKR Parallel Vehicle may provide that no management fee is paid by such KKR Parallel Vehicle and that amounts invested in such KKR Parallel Vehicle will not be subject to any carried interest distributions or allocations, performance fees or other performance- related compensation payable to the Carry Unitholders or any of their Affiliates and (ii) one or more KKR Affiliates may be appointed in lieu of KKR to provide a Parallel Vehicle with advisory or management services, directly or indirectly pursuant to sub-advisory arrangements. 2.6.2 To the extent reasonably practicable and subject to and in accordance with any investment limitations in the organizational documents of any Parallel Vehicles, all Parallel Vehicles will (a) co-invest alongside the Fund, the Euro Fund and other Parallel Vehicles in Investments or relevant sub-categories of Investments proportionately in accordance with the relative aggregate unused capital commitments of the Fund, the Euro Fund and such other Parallel Vehicles less the amount of any outstanding interim financing obtained by the Fund, the Euro Fund or such other Parallel Vehicles in lieu of or in advance of the receipt of capital contributions, as applicable; provided that Fo...
Parallel Vehicles 

Related to Parallel Vehicles

  • Personal Vehicles A. Employees who are directed by the Employer to use a personal vehicle for official state business shall do so in accordance with state fleet policies established by the Department of Budget and Management. When circumstances make it impractical for an employee to obtain a state vehicle on the day the vehicle will be used, such employee may request the vehicle at the end of the prior day’s shift, and the appointing authority shall make reasonable accommodation, consistent with the efficient operation of the unit, to accommodate such request. If such request cannot be granted, the employee may use his/her own vehicle and be reimbursed at the full rate in accordance with state fleet policies.

  • Special Purposes Vehicles Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”) owned or administered by such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make; provided that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall, subject to the terms of this Agreement, make such Loan pursuant to the terms hereof, (iii) the rights of any such SPC shall be derivative of the rights of the Granting Lender, and such SPC shall be subject to all of the restrictions upon the Granting Lender herein contained, and (iv) no SPC shall be entitled to the benefits of Sections 2.12 (or any other increased costs protection provision), 2.13 or 2.14. Each SPC shall be conclusively presumed to have made arrangements with its Granting Lender for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, the Administrative Agent, the Lenders and the Borrower, and each of the Administrative Agent, the Lenders and the Obligors shall be entitled to rely upon and deal solely with the Granting Lender with respect to Loans made by or through its SPC. 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 the Granting Lender. 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 senior indebtedness 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 proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section, any SPC may (i) without the prior written consent of the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC or of any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under paragraph (1) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC.

  • Vehicles If an employee is required to use their own automobile in the performance of their duties, the Employer shall ensure that the position posting or advertisement shall include this requirement.

  • Motor Vehicles (i) Upon the Collateral Agent’s written request, each Grantor shall deliver to the Collateral Agent originals of the certificates of title or ownership for each motor vehicle with a value in excess of $10,000 owned by it, with the Collateral Agent listed as lienholder, for the benefit of the Noteholders. (ii) Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate Governmental Authorities to enable motor vehicles now owned or hereafter acquired by such Grantor to be retitled and the Collateral Agent listed as lienholder thereof, (B) filing such applications with such Governmental Authorities, and (C) executing such other agreements, documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Collateral Agent a perfected Lien on the motor vehicles and exercising the rights and remedies of the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are Paid in Full. (iii) Any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (iv) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Collateral Agent shall execute and deliver to any Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Collateral Agent as lienholder on any certificate of title for any motor vehicle; provided, however, that any such instruments shall be delivered, and the release effective, only upon receipt by the Collateral Agent of a certificate from any Grantor stating that such motor vehicle is to be sold or has suffered a casualty loss (with title thereto in such case passing to the casualty insurance company therefor in settlement of the claim for such loss) and the amount that any Grantor will receive as sale proceeds or insurance proceeds. Any proceeds of such sale or casualty loss shall be paid to the Collateral Agent hereunder immediately upon receipt, to be applied to the Obligations then outstanding.

  • Portfolio The portfolio is due by the end of the 12th week.

  • Replacement of Personal Property No personal property included as part of the Property shall be removed from the Property unless the same is replaced with similar items of at least equal quality prior to the Closing Date.

  • Personal Vehicle Use of personal vehicle will be reimbursed at the current rate/mile set by Commissioners’ Court. Mileage should be calculated using the County office location of the traveler and the event location. Mileage may not be calculated using the traveler’s home. Mileage should be calculated using an employees vehicle odometer reading or by a readily available online mapping service for travel out of Fort Bend County. If using the mileage of an online mapping service, state which mapping service was used or provide a printout of your route detailing the mileage. For local travel, odometer readings or mapping service details are not required. Departments should develop a mileage guide for employees for local travel points, if a department does not have a mileage guide, the Auditor’s Office will determine if the mileage listed is reasonable. Allowable expenses: Parking and tolls with documentation. County Vehicle: Fuel purchases when using a County vehicle should be made with the County Procurement card if available. Original receipts will accompany the Procurement Card statement but a copy must be provided with the travel reimbursement request. Allowable expenses: Parking and tolls with documentation required. Airfare: Airfare is reimbursable at the lowest available rate based on 14 day advance purchase of a discounted coach/economy full-service seat based on the required arrival time for the event. The payment confirmation and itinerary must be presented with the travel reimbursement form. The traveler will be responsible for the excess charges of an airline ticket purchase other than a coach/economy seat. When using Southwest Airlines a traveler should choose the “wanna get away” flight category. Allowable Expenses: Bag fees. Fare changes are allowable if business related or due to family emergency. Unallowable Expenses/Fees: Trip insurance, Early Bird Check In, Front of the line, Leg Room, Fare changes for personal reasons. Unallowable Fees/Charges: GPS, prepaid fuel, premium radio, child safety seats, additional insurance, one way rentals. Allowable expenses: Parking and tolls allowed with documentation. Other Transportation: Other forms of transit (bus, taxi, train) are reimbursable with an original receipt. Gratuities: Gratuities are permitted if original receipt includes gratuity (20% maximum allowed) for any transportation services.

  • Office Equipment The Client must not install any cabling, IT or telecom connections without the Provider’s consent, which the Provider may refuse at its absolute discretion.

  • 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.

  • Equipment; Leasehold (a) All material items of equipment and other tangible assets owned by or leased to the Company are adequate for the uses to which they are being put, are in good condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the Company's business in the manner in which such business is currently being conducted. (b) The Company does not own any real property or any interest in real property, except for the leasehold created under the real property lease identified in Part 2.10 of the Disclosure Schedule.