Investment Structures Sample Clauses

Investment Structures. The Shareholders acknowledge, and the Company undertakes to ensure, that any investment in any Committed Project by the Company will be carried out through a JV Group Company incorporated as a wholly-owned Subsidiary of the Company unless otherwise provided herein or, in any particular case, the Shareholders otherwise agree. The Shareholders have identified a Target Project in Mauritania and Senegal and set out an initial proposed corporate and investment structure, together with related contractual arrangements in Schedule 7.3.
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Investment Structures. Notwithstanding anything in this Agreement to the contrary, and in addition to the General Partner’s authority to form a Parallel Fund, if the General Partner determines in good faith that for legal, tax, regulatory or other similar reasons, or in order to make an investment in which an Excused Limited Partner is not participating, it is desirable that an investment be made utilizing or owned through an alternative investment structure, the General Partner shall be permitted to structure or restructuring the making or owning of all or any portion of such investment outside the Fund, by requiring any Partner or Partners to, and such Partner or Partners shall, make such investment either directly or indirectly in, and become a limited partner, member, stockholder or other equity owner of, one or more partnerships, limited liability companies, corporations or other vehicles (other than the Fund) (“Alternative Investment Vehicles”) (a) of which the General Partner or an Affiliate of the General Partner shall serve as general partner, manager or in a similar capacity and (b) which shall invest on a parallel basis with, or in lieu of, the Fund, as the case may be, provided that any investment pursuant to this Section 7.2 by an ERISA Partner shall not, in the good faith judgment of the General Partner, be reasonably likely to violate ERISA, give rise to a non-exempt “prohibited transaction” under Code Section 4975 or Section 406 of ERISA or result in the assets of the Fund or the Alternative Investment Vehicle being deemed to be “plan assets” under ERISA or the DOL Regulation. Nothing in this Section 7.2 shall restrict or apply to the formation of, or restrict the operation of, any Parallel Fund.
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Investment Structures. The Fund recognizes that real estate is an illiquid investment. Vehicles that maximize the Fund's control, including the ability to exit an investment are preferred, but the Fund acknowledges that it may use vehicles with limited control in order to achieve certain Commonwealth of Pennsylvania State Employees' Retirement System Real Estate Statement ofInvestment Policy Page 4 goals, such as diversification, access to specialized investments, or manager expertise. Limiting the exposure to any single investment strategy and/or manager will be used to mitigate the risk associated with reduced investor control. The Fund will use the following investment structures: Individually Managed Accounts The Fund may purchase assets on a wholly owned basis through Individually Managed Account structures. The Individually Managed Account structure is the preferred investment vehicle due to their low cost structure and control features that they provide to SERS, except when pooled investment vehicles offer an identifiable advantage for accessing a particular investment opportunity. The Individually Managed Account manager may consider joint venture or co-investment ownership within Individually Managed Account structures. Individually Managed Accounts are actively managed programs with managers buying and selling investments as market conditions and opportunities dictate. All investments are made within the scope of approved investment guidelines in each manager's respective investment management agreement, as well as this Real Estate Statement of Investment Policy. The size of each individually managed account will be determined with reference to the overall allocation to real estate and the level of purchase and sale activity in any given manager's portfolio. It is the intent that over the long-term each individually managed account be self-funded; i.e., that new acquisitions be funded out of portfolio cash flows and sales proceeds. However, it is recognized that the timing of cash flows in these portfolios is difficult to forecast given the uncertainties and lead time involved with the purchase and sale of commercial real estate investments. In addition, it is understood that commercial real estate investments are stand-alone business entities that may require periodic investment of new cash, some of which may be unanticipated and time sensitive, in order to enhance the value of any given investment and honor legal, health and safety, or other obligations, to which the...
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Related to Investment Structures

  • Investment Limitations If the Custodian has otherwise complied with the terms and conditions of this Agreement in performing its duties generally, and more particularly in connection with the purchase, sale or exchange of securities made by or for a Portfolio, the Custodian shall not be liable to the applicable Fund and such Fund agrees to indemnify the Custodian and its nominees, for any loss, damage or expense suffered or incurred by the Custodian and its nominees arising out of any violation of any investment or other limitation to which such Fund is subject.

  • Investment Limitation The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company Act.

  • 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.

  • Investments, Etc The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any common stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person (all of the foregoing being collectively called “Investments”), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person that constitute a business unit, except:

  • INVESTMENT POWERS Pursuant to Section 10.03[F] of the Plan, the aggregate investments in qualifying Employer securities and in qualifying Employer real property: (Choose (a) or (b))

  • Investment Limits In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (A) Fund's Prospectus and Statement of Additional Information ("SAI"); (B) instructions and directions of AEFC and of the Board; (C) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, as applicable to the Fund, and all other applicable federal and state laws and regulations; and (D) the procedures and standards set forth in, or established in accordance with, the Advisory Agreement.

  • Subsidiaries; Capitalization As of the Effective Date, the only Subsidiaries of the Borrower are those listed on Schedule 4.1, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens, and are duly authorized, validly issued, fully paid and nonassessable, (ii) except as set forth on Schedule 4.1, none of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing.

  • Mergers and Consolidations Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (or agree to do any of the foregoing at any future time), except that the following shall be permitted:

  • 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.

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