Parallel Vehicles Sample Clauses

Parallel Vehicles. On or prior to the Final Closing Date, the General Partner or an Affiliate thereof may, to accommodate legal, tax or regulatory considerations of certain investors, form one or more pooled investment vehicles to co-invest with the Fund (each, a “Parallel Vehicle”). Each Parallel 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 differences as may be required, or requested by the Investors therein, to accommodate the legal, tax or regulatory considerations referred to in the preceding sentence. The General Partner shall, subject to such legal, tax or regulatory considerations, cause each Parallel Vehicle to co-invest with the Fund in each Portfolio Company in proportion to the respective capital commitments of the Parallel Vehicles and the Fund. All references in this Section 2.8 (Parallel Vehicles) to the Investors of a Parallel Vehicle shall be deemed to include all Investors in a Parallel Vehicle formed as a vehicle other than a limited partnership. Each investment by a Parallel Vehicle shall, subject to legal, tax or regulatory considerations, be on substantially the same terms as, and on economic terms that are no more than favorable to such Parallel Vehicle than, those received by the Fund. With respect to each investment in which a Parallel Vehicle participates (or proposes to participate) with the Fund, any expenses or indemnification or other obligations related to such investment shall be borne by, and any Fee Income shall be allocated among, the Fund and any such Parallel Vehicle in proportion to the capital committed or proposed to be committed by each to such investment, provided that each Parallel Vehicle shall bear its share of Organizational Expenses and Fund Expenses pro rata in proportion to the respective capital commitments of the Fund and the Parallel Vehicles, subject to such adjustment as the General Partner may reasonably and in good faith determine to be equitable to the Fund and the Parallel Vehicles. The General Partner shall, subject to legal, tax or regulatory considerations, cause the Fund and the Parallel Vehicles to sell or otherwise dispose or divest of their respective interests in a Portfolio Company at the same time and on the same terms, in proportion to...

Parallel Vehicles. (a) The General Partner or any of its Affiliates may establish one or more Parallel Vehicles which will co-invest with the Partnership and will dispose of such co-investments on no more favourable financial terms than, and on no more favourable non-financial terms (save for any deviations required to accommodate tax, regulatory, legal or other similar reasons) than, and at the same time as, the Partnership except to the extent that the General Partner determines that there is a material risk that such investment or disposal will cause materially adverse tax, regulatory or legal consequences for the Partnership or the Partners or any Parallel Vehicles and their investors. (b) Any Parallel Vehicle shall be established on substantially the same terms as the Partnership, save for any deviations required to accommodate tax, regulatory or legal reasons, or as otherwise required to accommodate the nature of such Parallel Vehicle. The Partnership shall enter into a co-investment agreement (the “Co-Investment Agreement”) with each Parallel Vehicle pursuant to which, subject to the provisions of Section 7.8(a), each entity shall: (i) invest in and divest from Investments in proportion to its respective capital available for investment at the relevant time; (ii) pay all costs and liabilities relating to Investments on a pro rata basis to their respective invested capital in such Investments at the relevant time, (iii) in each case, subject to adjustments by the General Partner to reflect the effect of Partners or investors in any Parallel Vehicle who are Defaulting Limited Partners or defaulting partners in any Parallel Vehicles, excused or excluded from particular Investments pursuant to the terms of this Agreement or the comparable agreement of any Parallel Vehicle and except to the extent necessary to address tax, legal or regulatory considerations. (c) Notwithstanding anything herein to the contrary, the General Partner may, in its sole discretion after consultation with the AIFM or a sub-advisor thereof, establish and direct or redirect the Capital Contributions of some or all Limited Partners to be made through one or more other Parallel Vehicles and may exchange a portion of the Interests of one or more Limited Partners for similar equity interests in one or more other Parallel Vehicles if in the judgment of the General Partner and the Investment Manager, the use of such Parallel Vehicles would allow the Partnership to overcome legal or regulatory constraints,...

Parallel Vehicles. Alternatively, placement fees (but not placement agent expenses) may be paid by the Fund but offset against the Management Fee.

Parallel Vehicles. ‌ 7 Alternatively, placement fees (but not placement agent expenses) may be paid by the Fund but offset against the Management Fee. 2.8.1 On or prior to the Final Closing Date, the General Partner or an Affiliate thereof may, to accommodate legal, tax or regulatory considerations of certain investors, form one or more pooled investment vehicles to co-invest with the Fund (each, a “Parallel Vehicle”). Each Parallel 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 differences as may be required, or requested by the Investors therein, to accommodate the legal, tax or regulatory considerations referred to in the preceding sentence. The General Partner shall, subject to such legal, tax or regulatory considerations, cause each Parallel Vehicle to co-invest with the Fund in each Portfolio Company in proportion to the respective capital commitments of the Parallel Vehicles and the Fund. All references in this Section 2.8 (Parallel Vehicles) to the Investors of a Parallel Vehicle shall be deemed to include all Investors in a Parallel Vehicle formed as a vehicle other than a limited partnership.‌ 2.8.2 Each investment by a Parallel Vehicle shall, subject to legal, tax or regulatory considerations, be on substantially the same terms as, and on economic terms that are no more than favorable to such Parallel Vehicle than, those received by the Fund. With respect to each investment in which a Parallel Vehicle participates (or proposes to participate) with the Fund, any expenses or indemnification or other obligations related to such investment shall be borne by, and any Fee Income shall be allocated among, the Fund and any such Parallel Vehicle in proportion to the capital committed or proposed to be committed by each to such investment, provided that each Parallel Vehicle shall bear its share of Organizational Expenses and Fund Expenses pro rata in proportion to the respective capital commitments of the Fund and the Parallel Vehicles, subject to such adjustment as the General Partner may reasonably and in good faith determine to be equitable to the Fund and the Parallel Vehicles. The General Partner shall, subject to legal, tax or regulatory considerations, cause the Fund and the Parallel Vehicles to s...

Parallel Vehicles. The General Partner (or an affiliate) may, in its discretion, organize Parallel LPs to facilitate for legal, tax, regulatory, structuring, compliance, investment-specific or other considerations, investments by certain foreign, tax-exempt or other classes of investors. Subject to the last paragraph of this section, the General Partner agrees that, in the event any limited partner in a Parallel LP (with a commitment to such Parallel LP equal to or less than the Co-Investor’s Commitment and who is investing on the same fee basis as the Co-Investor) is offered any governance rights in respect of Group or transfer rights in a manner more favorable in any material respect to such limited partner than the governance or transfer rights applicable to the Co-Investor described herein, then (i) the General Partner will notify the Co-Investor of such more favorable governance or transfer rights and (ii) the Co-Investor will be entitled to elect to receive rights and benefits comparable, to the extent practicable, to such more favorable governance or transfer rights in their entirety in lieu of the governance or transfer rights received by the Co-Investor herein, provided that the Investor agrees to assume any obligations associated therewith. The General Partner and ▇▇▇▇▇▇▇▇▇▇ will procure that no other limited partner under any Parallel LP shall be (i) characterised as the equivalent of an Anchor Investor (as defined in the Governance Term Sheet) and/or (ii) granted any rights that would prevent the exercise of the rights of the Co-Investor under this term sheet.

Parallel Vehicles. Notwithstanding Section 4.6, the General Partner or its Affiliates may establish one or more additional parallel investment vehicles or other arrangements for certain types of investors (each such vehicle or arrangement, a “Parallel Vehicle”), which, subject to legal, tax, regulatory and other similar considerations, will generally invest proportionately (based on available capital) in all Investments and dispose of Investments on effectively the same terms and conditions and at approximately the same time as the Partnership. Subject to legal, tax, regulatory and other similar considerations, the economic terms of each Parallel Vehicle will be substantially similar to those of the Partnership. Subject to applicable legal, tax, regulatory or other similar considerations, the Partnership and each Parallel Vehicle shall share in (a) each Investment pro rata based on the aggregate Unfunded Commitments and unfunded commitments of investors in Parallel Vehicles, (b) expenses related to Investments in proportion to their relative interests in the Investments to which they relate, and (c) other Partnership Expenses and partnership expenses of any Parallel Vehicle pro rata based on the aggregate Capital Commitments and capital commitments of investors in such Parallel Vehicles. Notwithstanding any other provision of this Agreement to the contrary, in the event that the General Partner or an Affiliate thereof forms one or more Parallel Vehicles, the General Partner shall have full authority, without the consent of any Person, including any other Partner, to amend this Agreement as may be necessary or appropriate in the good faith judgment of the General Partner to facilitate the formation and operation of such Parallel Vehicle(s) and the investments contemplated by this Section 2.11, and to interpret in good faith any provision of this Agreement, whether or not so amended, to give effect to the intent of the provisions of this Section 2.11.

Parallel Vehicles. 2.6.1 In addition to the right of the General Partner to establish Alternative Vehicles pursuant to Section 2.4.1, the General Partner or any of its Affiliates may establish one or more additional entities (each, a “Parallel Vehicle”) to invest side-by-side with the Fund in Investments, in order to (a) facilitate the making of Investments or certain sub-categories of Investments by certain categories of investors to accommodate applicable legal, tax or regulatory requirements or internal investment policy or guideline concerns of such investors (each, an “Investor Parallel Vehicle”) or (b) facilitate the making of Investments by certain partners, members, managing directors, directors, officers or employees of KKR or the KKR Affiliates (“KKR Personnel”), Senior Advisors, Industry Advisors, KKR Advisors, Capstone Executives, RPM Executives, other associates of KKR or the KKR Affiliates or any of their respective Affiliates or designees (each, a “KKR Parallel Vehicle”). The Euro Fund is an Investor Parallel Vehicle of the Fund. To the extent reasonably practicable, Parallel Vehicles will have investment objectives, economic terms, conditions and management substantially similar to those of the Fund; provided that (i) the organizational documents of any KKR Parallel Vehicle may provide that no management fee is paid by such KKR Parallel Vehicle and that amounts invested in such KKR Parallel Vehicle will not be subject to any carried interest distributions or allocations, performance fees or other performance- related compensation payable to the Carry Unitholders or any of their Affiliates and (ii) one or more KKR Affiliates may be appointed in lieu of KKR to provide a Parallel Vehicle with advisory or management services, directly or indirectly pursuant to sub-advisory arrangements. 2.6.2 To the extent reasonably practicable and subject to and in accordance with any investment limitations in the organizational documents of any Parallel Vehicles, all Parallel Vehicles will (a) co-invest alongside the Fund, the Euro Fund and other Parallel Vehicles in Investments or relevant sub-categories of Investments proportionately in accordance with the relative aggregate unused capital commitments of the Fund, the Euro Fund and such other Parallel Vehicles less the amount of any outstanding interim financing obtained by the Fund, the Euro Fund or such other Parallel Vehicles in lieu of or in advance of the receipt of capital contributions, as applicable; provided that Fo...

Parallel Vehicles