Parallel Investment Vehicles Sample Clauses

The Parallel Investment Vehicles clause establishes the framework for creating additional investment entities that invest alongside the main fund under similar terms. These vehicles are typically used to accommodate specific investor needs, regulatory requirements, or capacity constraints, and may include separate partnerships or accounts that mirror the main fund’s investments. By allowing for parallel investment structures, this clause ensures flexibility in fund management and enables broader participation while maintaining alignment among investors.
Parallel Investment Vehicles. The Managing Member 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 Company 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 Company 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 Company 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. (b) The Managing Member, itself and on behalf of the Company, agrees and Brookfield Asset Management Inc. agrees to ensure that: (i) without limiting the Managing Member’s fiduciary and other duties and obligations, the Managing Member may only exercise its rights and discretions under or in connection with Section 4.12 of the LLC Agreement if each of the rights and obligations of the Future Fund Member and the Beneficial Member under the LLC Agreement and this letter agreement and their direct or indirect economic or other interests in the Company (including the direct or indirect benefit or burden of any right, liability, representation, warranty, obligation, indemnity, waiver, release, qualification or exemption given by or in favor of the Managing Member or the Company (or any of its Subsidiaries) with or in respect of any other Person, including GGP or any Non-Managing Member or investor in any Parallel Investment Vehicle) are not adversely affected by the utilization of a Parallel Investment Vehicle; and (ii) without limiting clause (i) above, no portion of any taxes or other governmental charges which relate to a Parallel Investment Vehicle or any of its Subsidiaries nor any costs, liabilities or Transactions Costs incurred in connection with such taxes or other governmental charges (including, without limitation, costs or charges of advisers or contractors and costs and liabilities in relation to disputes and litigation in connection with such taxes or other governmental charges) will be borne or reimbursed by the Company.
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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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Parallel Investment Vehicles. The General Partner may establish one or more additional collective investment vehicles for certain types of investors to invest in Investments (as more fully provided in each such vehicle’s partnership agreement) alongside the Partnership (each, a “Parallel Investment Vehicle”). The terms, including fees and carried interest, of each Parallel Investment Vehicle may differ from the terms herein. The General Partner or an Affiliate of the General Partner shall serve as general partner or similar manager of each Parallel Investment Vehicle. Subject to legal, tax, regulatory, investment guideline and similar considerations: (i) any Parallel Investment Vehicle shall invest in all Investments alongside the Partnership, (ii) the Partnership and any Parallel Investment Vehicle shall invest and divest on economic terms that are the same, and at the same time, in all material respects and (iii) the respective interests of the Partnership and any Parallel Investment Vehicle in any Investment generally shall be in proportion to the respective aggregate Unused Capital Commitments of their partners. In connection with the investment program of the Fund, the General Partner may cause a Parallel Investment Vehicle to enter into obligations jointly and severally, including with respect to Investments and Indebtedness, with, or guaranty obligations of, the Partnership, Alternative Investment Vehicles, other Parallel Investment Vehicles, subsidiaries of Alternative Investment Vehicles and Parallel Investment Vehicles and other Affiliates of the General Partner, including investment vehicles organized by the General Partner or its Affiliates. For the avoidance of doubt, nothing in this Section 2.9 shall be read to prohibit organization of other investment vehicles to make subsequent investments in any Investment.
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Related to Parallel Investment Vehicles

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

  • 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.

  • 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) Following the Original Agreement Date and until the date of the mailing of the Proxy Statement to the stockholders of Acquiror may enter into subscription agreements (each, a “Subscription Agreement”) with investors (a “PIPE Investor”) relating to an investment in convertible preferred stock of Acquiror (“PIPE Securities”) pursuant to a private placement to be consummated immediately prior to the consummation of the Business Combination (the “PIPE”), in either case, on terms mutually agreeable to Acquiror and the Company acting reasonably and in good faith (a “PIPE Investment”), provided that, unless otherwise agreed by Acquiror and the Company, the aggregate gross proceeds under the Subscription Agreements shall not exceed $100,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount shall be increased to account for any fees paid by the Company in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Acquiror seeking a PIPE Investment, Acquiror and the Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur (including having the Company’s senior management participate in any investor meetings and roadshows as reasonably requested by Acquiror). In connection with a PIPE Investment, to the extent necessary to address the treatment of the PIPE Securities underlying such PIPE Investment hereunder, Acquiror and the Company shall negotiate in good faith to amend or otherwise modify this Agreement to reflect such PIPE Securities. (b) Acquiror shall not reduce the PIPE Investment Amount or the subscription amount under any Subscription Agreement or reduce or impair the rights of Acquiror under any Subscription Agreement, permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of the PIPE Securities contemplated thereby, unless otherwise approved in writing by the other Party (which approval shall not be unreasonably withheld, conditioned or delayed), and except for any of the foregoing actions that would not increase conditionality or impose any new obligation on Acquiror. (c) Acquiror shall use its reasonable best 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 any Subscription Agreement to which it is a party on the terms and conditions described therein, including maintaining in effect such Subscription Agreement and to use its reasonable best efforts to: (i) satisfy in all material respects on a timely basis all conditions and covenants applicable to Acquiror in such Subscription Agreement and otherwise comply with its obligations thereunder, (ii) confer with the Company regarding timing for delivery of any closing notice pursuant to such Subscription Agreement, and (iii) enforce its rights under such Subscription Agreement in the event that all conditions in such Subscription Agreement (other than conditions that Acquiror, the Company or any of their respective Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investor to pay to (or as directed by) Acquiror the consideration set forth in such Subscription Agreement and consummate the transactions contemplated by such Subscription Agreement at or prior to Closing, in accordance with its terms. (d) Without limiting the generality of the foregoing, Acquiror shall give the Company prompt written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Acquiror; (ii) of the receipt of any written notice or other written 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; (iii) of any amendment, waiver or modification to any Subscription Agreement entered into by Acquiror that such Party was permitted to make without the prior written consent of the Company in accordance with this Section 8.04(d), it being understood that such amendment, waiver or modification is not conditioned on delivery of such notice and (iv) if Acquiror does not expect to receive all or any portion of financing proceeds on the terms, in the manner or from the applicable PIPE Investors as contemplated by the Subscription Agreements.