Common use of Parallel Funds Clause in Contracts

Parallel Funds. (a) The General Partner or an Affiliate thereof may create one or more parallel investment funds or other entities, including any feeder vehicles into such entities or related intermediate entities, (collectively, “Parallel Funds”) to accommodate legal, tax, regulatory, compliance, or certain other operational requirements which will generally co-invest (either directly or indirectly) in its Investments with the Partnership on a pro rata basis (based upon available capital) and on substantially the same terms as the Partnership (including by means of investing in the Aggregator), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. The Partnership and the Parallel Funds will generally also dispose of each such Investment at the same time and on substantially the same terms, pro rata based on the capital invested by each in such investment (including by the Aggregator disposing of such investment), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. Investors should note that, as a result of the legal, tax, regulatory, compliance, structuring or other considerations mentioned above, the terms of such Parallel Funds may substantially differ from the terms of the Partnership. In particular, such differences may cause Parallel Funds to subscribe at a different net asset value per unit in the Aggregator. For the avoidance of doubt, (i) any Comparable Fund or any co-investment vehicles, if any, (ii) any vehicles with substantially similar investment objectives and strategies that invest alongside the Partnership but operated as distinct investment structures, and (iii) other entities relating to additional capital in a single investment in a Portfolio Entity, shall not be considered Parallel Funds. (b) The General Partner may, in its sole discretion, permit or require an existing Limited Partner to withdraw from the Partnership to facilitate such Limited Partner’s participation in any Parallel Fund (or vice versa) and, in connection therewith, may transfer or distribute to a Parallel Fund such Limited Partner’s proportionate share of one or more of the Investments of the Partnership (or vice versa) (including an interest in the Aggregator), and to take any other necessary action to consummate the foregoing.

Parallel Funds. (a) The General Partner or an Affiliate thereof may create one or more parallel investment funds or other entities, including any feeder vehicles into such entities or related intermediate entities, (collectively, “Parallel Funds”) to accommodate legal, tax, regulatory, compliance, or certain other operational requirements which will generally co-invest (either directly or indirectly) in its Investments with the Partnership on a pro rata basis (based upon available capital) and on substantially the same terms as the Partnership (including by means of investing in the Aggregator), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. The Partnership and the Parallel Funds will generally also dispose of each such Investment at the same time and on substantially the same terms, pro rata based on the capital invested by each in such investment (including by the Aggregator disposing of such investment), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. Investors should note that, as a result of the legal, tax, regulatory, compliance, structuring or other considerations mentioned above, the terms of such Parallel Funds may substantially differ from the terms of the Partnership. In particular, such differences may cause Parallel Funds to subscribe at a different net asset value NAV per unit in the Aggregator. For the avoidance of doubt, (i) neither BXPE Lux, any Comparable Fund or nor any co-investment vehicles, if any, (ii) any vehicles with substantially similar investment objectives and strategies that invest alongside the Partnership but operated as distinct investment structures, and (iii) or other entities relating to additional capital in a single investment in a Portfolio Entity, Entity shall not be considered Parallel Funds. (b) The General Partner may, in its sole discretion, permit or require an existing Limited Partner to withdraw from the Partnership to facilitate such Limited Partner’s participation in any Parallel Fund (or vice versa) and, in connection therewith, may transfer or distribute to a Parallel Fund such Limited Partner’s proportionate share of one or more of the Investments of the Partnership (or vice versa) (including an interest in the Aggregator), and to take any other necessary action to consummate the foregoing.

Parallel Funds. (a) The General Partner or an Affiliate thereof may create one or more parallel investment funds or other entities, including any feeder vehicles into such entities or related intermediate entities, entities (collectively, “Parallel Funds”) to accommodate legal, tax, accounting, regulatory, compliance, compliance or certain other operational requirements which will generally co-invest (either directly or indirectly) in its Investments with the Partnership on a pro rata basis (based upon available capitalcapital and any other factor determined by the General Partner) and on substantially the same terms as the Partnership (including by means of investing in the Aggregatorthrough a shared aggregator), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, accounting, regulatory, compliance or certain other operational requirements. The Partnership and the Parallel Funds will generally also dispose of each such Investment at the same time and on substantially the same terms, pro rata based on the capital invested by each in such investment (including by the Aggregator having a shared aggregator disposing of such investment), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, accounting, regulatory, compliance or certain other operational requirements. Investors should note that, as a result of the legal, tax, accounting, regulatory, compliance, structuring or other considerations mentioned above, the terms of such Parallel Funds may substantially differ from the terms of the Partnership. In particular, such differences may cause Parallel Funds to subscribe at a different net asset value per unit in the Aggregatorshared aggregator, as applicable. For the avoidance of doubt, (i) neither VistaOne Lux, any Comparable Fund or Companion Fund, nor any co-investment vehicles, if any, (ii) any vehicles with substantially similar investment objectives and strategies that invest alongside the Partnership but operated as distinct investment structures, and (iii) or other entities relating to additional capital in a single investment in a Portfolio Entity, portfolio company shall not be considered Parallel Funds. (b) The General Partner may, in its sole discretion, permit or require an existing Limited Partner to withdraw from the Partnership to facilitate such Limited Partner’s participation in any Parallel Fund (or vice versa) and, in connection therewith, may transfer or distribute to a Parallel Fund such Limited Partner’s proportionate share of one or more of the Investments of the Partnership (or vice versa) (including an interest in the Aggregatora shared aggregator), and to take any other necessary action to consummate the foregoing.

Parallel Funds. (a) The General Partner or an Affiliate thereof may create one or more parallel investment funds or other entities, including any feeder vehicles into such entities or related intermediate entities, (collectively, “Parallel Funds”) to accommodate legal, tax, regulatory, compliance, or certain other operational requirements which will generally co-invest (either directly or indirectly) in its Investments with the Partnership on a pro rata basis (based upon available capital, net asset value and/or any other factor determined by the General Partner) and on substantially the same terms as the Partnership (including by means of investing in the AggregatorMaster Aggregator or any other Intermediate Entity), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. The Partnership and the Parallel Funds will generally also dispose of each such Investment at the same time and on substantially the same terms, pro rata based on the capital invested by each in such investment (including by the Master Aggregator or any other Intermediate Entity disposing of such investment), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. Investors should note that, as a result of the legal, tax, regulatory, compliance, structuring or other considerations mentioned aboveabove or as otherwise described in the Memorandum, the terms of such Parallel Funds may substantially differ from the terms of the Partnership. In particular, such differences may cause Parallel Funds to subscribe at a different net asset value Net Asset Value per unit in the AggregatorMaster Aggregator or other Intermediate Entity. For the avoidance of doubt, (i) any no Comparable Fund or Fund, the Lux Fund, any co-investment vehicles, if any, (ii) any vehicles with substantially similar investment objectives and strategies that invest alongside the Partnership but operated as distinct investment structures, and (iii) or other entities relating to additional capital in a single investment in a Portfolio Entity, Company shall not be considered Parallel Funds. (b) The General Partner may, in its sole discretion, permit or require an existing Limited Partner Unitholder to withdraw from the Partnership to facilitate such Limited PartnerUnitholder’s participation in any Parallel Fund (or vice versa) and, in connection therewith, may transfer or distribute to a Parallel Fund such Limited PartnerUnitholder’s proportionate share of one or more of the Investments of the Partnership (or vice versa) (including an interest in the AggregatorMaster Aggregator or other Intermediate Entity), and to take any other necessary action to consummate the foregoing.

Parallel Funds. (a) The General Partner or an Affiliate thereof may create one or more parallel investment funds or other entities, including any feeder vehicles into such entities or related intermediate entities, (collectively, “Parallel Funds”) to accommodate legal, tax, accounting, regulatory, compliance, or certain other operational requirements which will generally co-invest (either directly or indirectly) in its Investments with the Partnership Fund on a pro rata basis (based upon available capitalcapital and any other factor determined by the General Partner) and on substantially the same terms as the Partnership Fund (including by means of investing in the Aggregatorthrough an Intermediate Entity), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, accounting, regulatory, compliance or certain other operational requirements. The Partnership Fund and the Parallel Funds will generally also dispose of each such Investment at the same time and on substantially the same terms, pro rata based on the capital invested by each in such investment (including by the Aggregator having an Intermediate Entity disposing of such investment), unless the General Partner determines in good faith that a different disposition allocation or terms are reasonably necessary for legal, tax, accounting, regulatory, compliance or certain other operational requirements. Investors should note that, as As a result of the legal, tax, accounting, regulatory, compliance, structuring or other considerations mentioned aboveconsiderations, the terms of such Parallel Funds may substantially differ from the terms of the PartnershipFund. In particular, such differences may cause Parallel Funds to subscribe at a different net asset value per unit in the Aggregatoran Intermediate Entity, as applicable. For the avoidance of doubt, (i) any Comparable Fund or any no co-investment vehicles, if any, (ii) any vehicles with substantially similar investment objectives and strategies that invest alongside the Partnership but operated as distinct investment structuresCompanion Fund, and (iii) other MIF International or entities relating to additional capital in a single investment in a Portfolio Entity, Entity shall not be considered Parallel Funds. (b) To the extent that the formation of any Parallel Fund, the making of additional subscription to the Fund or any Parallel Fund, the withdrawal of a Limited Partner pursuant to Section 2.10(c) (or the comparable provision of the governing documents of any Parallel Fund), the redemption of Units in the Fund or units in any Parallel Fund, incurrence of disproportionate expenses (including Management Fees and/or the Management Allocation, subscription fees and servicing fees) specifically attributable to the Fund or any Parallel Fund or other circumstances cause the NAV and/or the net asset value of any Parallel Fund (as determined in accordance with the governing documents of such Parallel Fund) to increase (or decrease) disproportionately, the General Partner and the general partner (or other managing entity) of such Parallel Fund in their sole discretion may, from time to time, adjust the percentage interest of the Fund and such Parallel Fund in each Portfolio Entity to reflect such occurrence and make all other adjustments necessary in order to give effect to, and properly reflect, such occurrence. Notwithstanding anything in this Agreement to the contrary, the General Partner may make adjustments to distributions, allocations and other fundings, payments or calculations to give effect to any expenses (including Management Fees and/or the Management Allocation, subscription fees and servicing fees) or other considerations that are specifically attributable to the Fund or any Parallel Fund. (c) The General Partner may, in its sole discretion, permit or require an existing Limited Partner to withdraw from the Partnership Fund to facilitate such Limited Partner’s participation in any Parallel Fund (or vice versa) and, in connection therewith, may transfer or distribute to a Parallel Fund such Limited Partner’s proportionate share of one or more of the Investments of the Partnership Fund (or vice versa) (including an interest in the Aggregatoran Intermediate Entity), and to take any other necessary action to consummate the foregoing.

Parallel Funds. ‌ (a) The General Partner Each Member hereby acknowledges and agrees that, in order to facilitate investment by certain investors, the Managing Member may form and thereafter serve, or have an Affiliate thereof may create serve, as a general partner, managing member, manager, similar controlling Person or management company for one or more parallel investment funds partnerships or other entitiesentities (any such entity designated by the Managing Member, including any feeder vehicles into such entities or related intermediate entities, (collectively, a “Parallel FundsFund”). If a Parallel Fund is formed, it shall (subject to any exceptions set forth in this Agreement) make investments and bear expenses relating to accommodate legal, tax, regulatory, compliance, or certain other operational requirements which will generally co-invest (either directly or indirectly) in its Investments with the Partnership on a each investment pro rata basis (based upon on the relative capital available capital) for investment from such Parallel Fund and the Fund, in each case on substantially the same terms and conditions as the Partnership (including Fund’s investment, subject to any tax, regulatory, accounting, legal, economic or other considerations that may limit the amount, type or timing of investment by means the Fund or such Parallel Fund and provided that a Parallel Fund may solely bear expenses that are specifically attributable to unique aspects of investing its structure. To the extent reasonably practical, each Parallel Fund shall dispose of any investments that were acquired in any investment made alongside the Fund at substantially the same time, on substantially the same terms and in the Aggregator)same relative proportions (based upon the aggregate amount invested in such interests by each of the Fund, unless such Parallel Fund and any other Parallel Funds) as the General Partner Fund disposes of its investments that were acquired by the Fund in the transaction that gave rise to the investment, in each case except to the extent reasonably necessary or advisable to address tax, regulatory, accounting, legal, economic or other considerations. Expenses similar to the expenses in paragraph 6.2 may also be incurred by any Parallel Fund. The Managing Member shall allocate expenses amongst the Fund and any Parallel Fund in a manner that the Managing Member reasonably determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. The Partnership to be fair and equitable to the Parallel Funds will generally also dispose of each such Investment at the same time Fund and on substantially the same terms, pro rata based on the capital invested by each in such investment (including by the Aggregator disposing of such investment), unless the General Partner determines in good faith that a different allocation or terms are reasonably necessary for legal, tax, regulatory, or certain other operational requirements. Investors should note that, as a result of the legal, tax, regulatory, compliance, structuring or other considerations mentioned above, the terms of such Parallel Funds may substantially differ from the terms of the Partnership. In particular, such differences may cause Parallel Funds to subscribe at a different net asset value per unit in the Aggregator. For the avoidance of doubt, (i) any Comparable Fund or any co-investment vehicles, if any, (ii) any vehicles with substantially similar investment objectives and strategies that invest alongside the Partnership but operated as distinct investment structures, and (iii) other entities relating to additional capital in a single investment in a Portfolio Entity, shall not be considered Parallel Funds. (b) The General Partner Notwithstanding anything to the contrary in this Agreement, the Managing Member may, in its sole discretiongood faith discretion (and without the act of any other Member), permit or require (i) enter into any agreement that permits an existing Limited Partner Member to withdraw from the Partnership Fund and instead participate as a member of a Parallel Fund, or (ii) if the Managing Member reasonably determines that a Member’s status as a Member creates a Fund Regulatory Risk, require such Member to facilitate such Limited Partner’s participation withdraw from the Fund and instead participate as a member of a Parallel Fund, in any each case with a capital contribution to the Parallel Fund (or vice versa) equal to such Person’s Capital Contribution prior to such withdrawal, and, in connection therewith, may transfer or distribute to a Parallel Fund such Limited Partner’s proportionate share of one or more of the Investments of the Partnership (or vice versa) (including an interest in the Aggregator), and to take any other necessary action to treat such Member as if such Member were a member of such Parallel Fund from the date when such Member was admitted to the Fund. Notwithstanding anything to the contrary in this Agreement, the Managing Member may, in its discretion (and without the act of any other Member), require or enter into any agreement that permits, as applicable, a Person withdrawing from any Parallel Fund pursuant to a provision similar to this paragraph 8.7(b) in the applicable governing documents of such Parallel Fund to be admitted to the Fund as a Member with a Capital Contribution equal to such Person’s capital contribution to such Parallel Fund prior to such withdrawal and, in connection therewith, take any other necessary action to treat such Person as if such Person were a Member of the Fund from the date when such Person was admitted to such Parallel Fund. Notwithstanding anything in this Agreement to the contrary, the Fund may, from time to time, at the Managing Member’s sole election, purchase from or sell to a Parallel Fund at cost, as may be equitably adjusted by the Managing Member, or distribute to a withdrawing Member or receive as a Capital Contribution from a Member being admitted, a portion of any investment to the extent necessary for such Parallel Fund and the Fund to each own the portion of each investment as contemplated by this paragraph 8.7(b) that it would own if all investments had been made as of the date of such transfer. In connection with this paragraph 8.7(b), the Managing Member may take any other necessary or advisable action to consummate the foregoing.