Related Funds Sample Clauses

Related Funds. For the purposes of this Section 9.8, each of the Related Funds of a Lender shall exercise its rights in a manner consistent and collectively with such Lender and each other Related Fund of such Lender.
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Related Funds. (a) The Limited Partners acknowledge and agree that the General Partner may establish an investment vehicle or vehicles to co-invest with the Partnership in investment opportunities on a side-by-side basis (each, a “Related Fund”). Following the formation of a Related Fund, the General Partner may permit any Limited Partner to withdraw from the Partnership in connection with the admission of such Person as a limited partner with an equivalent capital commitment in the Related Fund. (b) In connection with each investment opportunity pursuant to which any Investment is made under this Agreement at any time, each Related Fund shall, to the extent such Related Fund has funds available for investment, co-invest with the Partnership with respect to each Investment made pursuant to such investment opportunity on terms substantially the same as those applicable to the corresponding Investment in such investment opportunity, except to the extent necessary to address regulatory or other legal considerations (it being understood that the terms applicable to the investors of such Related Fund may differ from the terms applicable to the Limited Partners, including whether such investors will be subject to a management fee or a carried interest). Each co-investment by a Related Fund in the securities of a Portfolio Company shall be made in the same class or series of securities as the Investment by the Partnership in an amount that is in the same proportion to the aggregate Investment by the Partnership as the proportion that the aggregate capital commitments of such Related Fund bears to the aggregate Capital Commitments of all the Partners, except, in either case, to the extent necessary to address regulatory or other legal considerations. (c) A Related Fund shall not at any time sell, exchange, transfer or otherwise dispose of any securities that were acquired as a co-investment with the Partnership in the same investment opportunity as contemplated by Section 3.06(b) unless (i) the Partnership also sells, exchanges, transfers or otherwise disposes of, at substantially the same time, securities that were acquired by the Partnership in such investment opportunity (it being understood that the Disposition of securities comprising all or part of an Investment shall be effected in accordance with Section 3.08), and the aggregate amount of such securities sold, exchanged, transferred or otherwise disposed of by the Partnership (and Parallel Investors, if any) and such Rel...
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Related Funds. 20 SECTION 3.07.
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Related Funds. (a) The Limited Partners acknowledge and agree that the General Partner has established GSAV to co-invest with the Partnership in investment opportunities on a side-by-side basis. (a) GSAV New York, L.P., a limited partnership established by the General Partner (the "NY FUND"), will co-invest with the Partnership and GSAV in each investment in a portfolio company that has offices or employees located in, or other substantial nexus to, the State of New York. The New York State Common Retirement Fund is the sole limited partner of, and has made a $25 million capital commitment to, the NY Fund. The NY Fund and the GSAV shall be referred to herein as the "RELATED FUNDS." (b) In general, it is contemplated that any investment to be made by the NY Fund, on the one hand, and GSAV (with the amount of such investment allocated to GSAV being further allocated among the Partnership, the Related Funds and any other co-investments permitted by the partnership agreements of the Related Funds), on the other hand, will be allocated between the NY Fund and GSAV based on the relative amount of their respective capital commitments that may be invested in such investment (subject to, among other things, availability of capital, other investment restrictions and the operation of excused investment arrangements), as determined by the respective general partners of GSAV and the NY Fund in their sole discretion; provided, that in no event will the portion of any such investment allocated to the NY Fund exceed 33% of such total investment.
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Related to Related Funds

  • Loans from Affiliates If any loans are made to the Company by an Affiliate of the Advisor, the maximum amount of interest that may be charged by such Affiliate shall be the lesser of (i) 1% above the prime rate of interest charged from time to time by The Bank of New York and (ii) the rate that would be charged to the Company by unrelated lending institutions on comparable loans for the same purpose. The terms of any such loans shall be no less favorable than the terms available between non-Affiliated Persons for similar commercial loans.

  • Funding by Branch Subsidiary or Affiliate Each Lender may make any Loan hereunder through an Affiliate or domestic or foreign branch of such Lender or Affiliate.

  • Investment Related Property Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • Investment Adviser and Investment Sub-Adviser The Trustees may in their discretion, from time to time, enter into an investment advisory or management contract or contracts with respect to the Trust or any Series whereby the other party or parties to such contract or contracts shall undertake to furnish the Trust with such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions, as the Trustees may in their discretion determine. Notwithstanding any other provision of this Trust Instrument, the Trustees may authorize any investment adviser (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect purchases, sales or exchanges of portfolio securities, other investment instruments of the Trust, or other Trust Property on behalf of the Trustees, or may authorize any officer, employee, agent, or Trustee to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser (and all without further action by the Trustees). Any such purchases, sales and exchanges shall be deemed to have been authorized by the Trustees. The Trustees may authorize, subject to applicable requirements of the 1940 Act, the investment adviser to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the investment adviser, and upon such terms and conditions, as may be agreed upon between the investment adviser and sub-adviser. Any reference in this Trust Instrument to the investment adviser shall be deemed to include such sub-advisers, unless the context otherwise requires.

  • Related Person Transactions Except for indemnification, compensation or other employment arrangements in the ordinary course of business, there are no Contracts, transactions, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliate (including any director or officer) thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders.

  • 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.

  • Successor Investment Company Unless this Agreement has been terminated in accordance with Paragraph 11, the terms and provisions of this Agreement shall become automatically applicable to any investment company which is a successor to the Trust as a result of reorganization, recapitalization or change of domicile.

  • Status and Investment Intent (a) Status of the Purchaser. The Purchaser is either (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act or (ii) not a “U.S. person” within the meaning of Regulation S under the Securities Act.

  • Affiliate or Affiliated With respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

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