Parallel Vehicle Clause Samples
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Parallel Vehicle. If the Company encounters legal, Tax, business, accounting, regulatory or other impediments to the making of a potential investment, or the Company determines that having the Members make a potential investment or hold an existing investment through an entity other than the Company would be more favorable from a Tax, legal, business, accounting, regulatory or other perspective, the Company may require such Members to participate in the potential or existing investment, as the case may be, through one or more other entities organized by or on behalf of the Company or the Members and having economic terms and conditions substantially identical (on a single investment basis, if applicable), to the extent practicable, to those of the Company (the “Parallel Vehicle”). The agreements regarding organization, management and governance with respect to the Parallel Vehicle and the responsibilities of the Members with respect thereto shall be substantially equivalent to those of the Company, with appropriate changes to reflect its position as a parallel vehicle of the Company.
Parallel Vehicle. (a) Each Limited Partner hereby acknowledges and agrees that, in order to facilitate investment by certain investors, the General Partner or the Ultimate General Partner may form and thereafter serve, or have an affiliate serve, as a general partner, managing member, manager, similar controlling Person or management company for one or more partnerships or other entities (all of such Persons designated by the General Partner as a “Parallel Vehicle,” together with (to the extent the General Partner reasonably determines to be applicable) any alternative investment vehicles created for such entities, are collectively referred to herein as the “Parallel Vehicle”). If the Parallel Vehicle is formed, it shall invest in each applicable Portfolio Investment on a basis that the General Partner determines in its sole discretion is fair and reasonable to the Partnership and the Parallel Vehicle, but taking into account Sections 3.1, 7.6 and 7.7 and any tax, regulatory, accounting, legal or other considerations that may limit the amount, type or timing of investment by the Partnership or the Parallel Vehicle. Each Limited Partner hereby agrees and consents to the formation of the Parallel Vehicle and the execution by the General Partner or the Ultimate General Partner on each Limited Partner’s behalf of any amendments, consents or acknowledgments necessary in order to effectuate the foregoing, including amendments to this Agreement in order to enable the General Partner or the Ultimate General Partner to operate the funds on a side-by-side basis.
(b) To the extent that the formation of the Parallel Vehicle, the making of additional capital contributions to the Partnership or the Parallel Vehicle, the withdrawal of a Limited Partner pursuant to Section 6.9(c) (or the comparable provision of the Parallel Vehicle Agreement), the redemption of Aggregate Units, disproportionate expenses (including management fees) specifically attributable to the Partnership or the Parallel Vehicle or other circumstances cause the Net Asset Value and/or the net asset value of the Parallel Vehicle (as determined in accordance with the Parallel Vehicle Agreement) to increase (or decrease) disproportionately, the General Partner and the Ultimate General Partner in their sole discretion may, from time to time, adjust the percentage interest of the Partnership and the Parallel Vehicle in each Portfolio Investment to reflect such occurrence and make all other adjustments necessary in order to gi...