Alternative Vehicles Sample Clauses

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Alternative Vehicles. (a) 2.9.1 If at any time the General Partner determines that for legal, tax or regulatory reasons it would be in the best interests of the Limited Partners for certain or all of the Limited Partners to participate in a Portfolio Investment through one or more alternative investment structures, the General Partner may effect the making of all or any portion of such investment outside of the Fund by requiring certain or all Limited Partners to make 65 Parallel funds are often used in Canada for non-resident investors or to accommodate investors with specific tax or regulatory profiles that make it inefficient to invest directly into the main fund. capital contributions with respect to such potential portfolio investment to a limited partnership or other similar vehicle that would provide for the limited liability of the Limited Partners investing therein (each, an “"Alternative Vehicle”), provided that, that no Limited Partner will be required to participate in any such investment through an Alternative Vehicle if holding such interest would have a Material Adverse Effect on such Limited Partner that such Limited Partner would not have been subject to had the Portfolio Investment been made through the Fund or the Parallel Vehicle, unless (i) all Limited Partners are participating in such investment through such Alternative Vehicle, or (ii) the General Partner obtains prior written consent from suchthe Limited Partner. 66
Alternative Vehicles. (a) If the general partner of the Aggregating Partnership determines in good faith that for legal, tax, accounting, regulatory or other similar reasons it is in the best interests of some or all of the Partners that all or a portion of an investment be made through an Alternative Vehicle, the general partner of the Aggregating Partnership shall be permitted to structure and restructure all or any portion of any investment outside of the Partnership by requiring any Partner or Partners to indirectly hold such investment indirectly through a limited partnership or other vehicle or vehicles (other than the Partnership) that shall invest on a parallel basis with or in lieu of the Partnership (or transfer the investment to such vehicle after the initial consummation thereof), as the case may be (any such structure or vehicle, an “Alternative Vehicle”). The general partner of the Aggregating Partnership is expressly authorized to make capital contributions or subscriptions and take such other actions to cause each Limited Partner to be a participant in, and be bound to the governing agreement of, an Alternative Vehicle. Each such Partner shall have the same economic interest in all material respects in investments made pursuant to this Section 6.9 as such Partner would have if such investment had been made solely by the Partnership, and the other terms of such Alternative Vehicle shall be substantially the same in all material respects to those of the Partnership, to the maximum extent applicable (including, but not limited to the appointment of the general partner of the Aggregating Partnership as attorney-in-fact pursuant to Section 15.1 hereof), with such differences as may be required to accommodate legal, tax, accounting, national security, regulatory or other similar considerations; provided, that the General Partner or an Affiliate thereof shall serve as general partner or in some other similar management capacity with respect to such Alternative Vehicle; provided, further, that any Alternative Vehicle in which a Limited Partner directly invests shall provide for the limited liability of such Limited Partner as a matter of the organizational documents of such Alternative Vehicle and as a matter of local law to the same extent in all material respects as is provided to the Limited Partners under the Act and this Agreement; provided, further, that any reports relating to such Alternative Vehicle may be provided in a combined format with reports relating to ...
Alternative Vehicles. If obstacles impede the progress of Refuse Collection Vehicle such as low, hanging wires; protruding vegetation; and leaning fences, CONTRACTOR shall use alternative Vehicles and equipment.
Alternative Vehicles. (a) 2.9.1 If at any time the General Partner determines that for legal, tax or regulatory reasons it would be in the best interests of the Limited Partners for certain or all of the Limited Partners to participate in a Portfolio Investment through one or more alternative investment structures, the General Partner may effect the making of all or any portion of such investment outside of the Fund by requiring certain or all Limited Partners to make capital contributions with respect to such potential portfolio investment to a limited partnership or other similar vehicle that would provide for the limited liability of the Limited Partners investing therein (each, an “"Alternative Vehicle”), provided that, that no Limited Partner will be required to participate in any such investment through an Alternative Vehicle if holding such interest would have a Material Adverse Effect on such Limited Partner that such Limited Partner would not have been subject to had the Portfolio Investment been made through the Fund or the Parallel Vehicle, unless (i) all Limited Partners are participating in such investment through such Alternative Vehicle, or (ii) the General Partner obtains prior written consent from suchthe Limited Partner. 66 (b) 2.9.2 Each Alternative 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 66 In connection with the formation of any Alternative Vehicle, it is very common for the General Partner to obtain an opinion from local counsel substantially to the effect that the limited liability of the Limited Partners will be respected under the laws of such jurisdiction. differences as may be required to accommodate the legal, tax or regulatory requirements referred to in Section 2.9.12.8(a) (Alternative Vehicles.).
Alternative Vehicles. In addition to Solicitation vehicles described above, HDI and Capital One may use telemarketing or similar means to acquire HDI Accounts; and the parties shall coordinate their efforts so that outbound Solicitations for HDI Accounts are made to customers on a mutually agreeable basis. In the event of Solicitations by telemarketing by HDI, HDI shall obtain Capital One's prior written approval of the offer of credit and the portion of the telescripts pertaining thereto. Telemarketing operations whether performed by HDI third party vendors or otherwise shall meet the service standards generally adhered to by HDI or as reasonably requested by Capital One consistent with Applicable Law. In all such oral communications, HDI and its employees and any third party vendor shall clearly disclose that Capital One solely is the issuer of the HDI Card. Based on its prior review of relevant telemarketing scripts, Capital One shall ensure that telemarketing scripts for offers of credit comply with Visa or MasterCard regulations, including any registration requirements and HDI shall ensure that offers of credit are made in accordance with such telemarketing scripts. If applicable, HDI shall be responsible for registering, at its cost, as necessary, as an "independent service organization" as required by Visa or MasterCard, respectively.
Alternative Vehicles. In addition to Solicitation vehicles described above, HDI and Capital One may use telemarketing or similar means to acquire HDI Accounts; and the parties shall coordinate their efforts so that outbound Solicitations for HDI Accounts are made to customers on a mutually agreeable basis. In the event of Solicitations by telemarketing by HDI, HDI shall obtain Capital One's prior written approval of the offer of credit and the portion of the telescripts pertaining thereto. Telemarketing operations whether performed by HDI third party vendors or otherwise shall meet the service standards generally adhered to by HDI or as reasonably requested by Capital One consistent with Applicable Law. In all such oral communications, HDI and its employees and any third party vendor shall clearly disclose that Capital One solely is the issuer of the HDI Card. Based on its prior review of relevant telemarketing scripts, Capital One shall ensure that telemarketing scripts for offers of credit comply with Visa or MasterCard regulations, including any registration requirements and HDI shall ensure that offers of credit are made in accordance with such telemarketing scripts. If applicable, HDI shall be responsible for registering, at its cost, as necessary, as an "independent service organization" as required by Visa or MasterCard, respectively.