Common use of Parallel Vehicles Clause in Contracts

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, invest in a more tax efficient manner and/or would facilitate participation in certain types of investments. (d) Save as otherwise provided in this Section 7.8, upon establishment of any Parallel Vehicle, and immediately following any change in total commitments to either the Partnership or any Parallel Vehicle, the Partnership will acquire from, or transfer to the relevant Parallel Vehicle, at cost, a proportion of all Investments held by the Partnership or the relevant Parallel Vehicle as necessary to reflect the appropriate ratio of investments as between the Partnership and any such Parallel Vehicles by reference to their relative commitments at such time, 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 term of this Agreement or the comparable agreement of any Parallel Vehicle, and the General Partner shall make such adjustments as are contemplated in Section 4.2(c). (e) All expenses and indemnification obligations relating to an Investment or proposed Investment by the Partnership and each Parallel Vehicle shall be borne by the Partnership and such Parallel Vehicle on a pro rata basis to their respective invested capital in such Investments at the relevant time, or in the case of an investment that does not proceed to closing, on a pro rata basis of the relative commitments of the Partnership and the Parallel Vehicles. (f) All expenses and liabilities not related to Investments shall be shared by the Partnership and any Parallel Vehicles on a pro rata basis based on the relative commitments of the Partnership and the Parallel Vehicles. (g) Notwithstanding any of the foregoing provisions of this Section 7.8, to the extent that the General Partner considers in its sole discretion that part or all of a particular expense or liability (including, without limitation, any claim for indemnification, or payment for or incidental to the establishment or ongoing business of any of the Partnership or the Parallel Vehicles, or part thereof) relates primarily or solely to the Partnership or any particular Parallel Vehicle, such expense will be borne to that extent by the Partnership or the relevant Parallel Vehicle.

Parallel Vehicles. (a) The General Partner or Partner, any of its Affiliates or an External Service Provider 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(a6.8(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 Portfolio Manager, the use of such Parallel Vehicles would allow the Partnership to overcome legal or regulatory constraints, invest in a more tax efficient manner and/or would facilitate participation in certain types of investments. (d) Save as otherwise provided in this Section 7.86.8, upon establishment of any Parallel Vehicle, and immediately following any change in total commitments to either the Partnership or any Parallel Vehicle, the Partnership will acquire from, or transfer to the relevant Parallel Vehicle, at cost, a proportion of all Investments held by the Partnership or the relevant Parallel Vehicle as necessary to reflect the appropriate ratio of investments as between the Partnership and any such Parallel Vehicles by reference to their relative commitments at such time, 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 term of this Agreement or the comparable agreement of any Parallel Vehicle, and the General Partner shall make such adjustments as are contemplated in Section 4.2(c3.2(c). (e) All expenses and indemnification obligations relating to an Investment or proposed Investment by the Partnership and each Parallel Vehicle shall be borne by the Partnership and such Parallel Vehicle on a pro rata basis to their respective invested capital in such Investments at the relevant time, or in the case of an investment that does not proceed to closing, on a pro rata basis of the relative commitments of the Partnership and the Parallel Vehicles. (f) All expenses and liabilities not related to Investments shall be shared by the Partnership and any Parallel Vehicles on a pro rata basis based on the relative commitments of the Partnership and the Parallel Vehicles. (g) Notwithstanding any of the foregoing provisions of this Section 7.86.8, to the extent that the General Partner considers in its sole discretion that part or all of a particular expense or liability (including, without limitation, any claim for indemnification, or payment for or incidental to the establishment or ongoing business of any of the Partnership or the Parallel Vehicles, or part thereof) relates primarily or solely to the Partnership or any particular Parallel Vehicle, such expense will be borne to that extent by the Partnership or the relevant Parallel Vehicle.