Alternative Investment Vehicles. The Borrowers shall not (a) transfer the Uncalled Capital Commitment of any Investor to any Alternative Investment Vehicle or similar vehicle; or (b) cause Capital Contributions to be made or directed to an Alternative Investment Vehicle or similar vehicle, in each case, unless such Alternative Investment Vehicle or similar vehicle has joined the Credit Facility as an Additional Borrower in accordance with the terms hereof. The Borrowers shall not cause Capital Contributions to be made to any Affiliate of a Borrower that is not a Borrower hereunder or directly to any Asset.
Alternative Investment Vehicles. (a) Notwithstanding any other provision of this Agreement to the contrary, if at any time the General Partner determines in its sole discretion that for legal, tax, regulatory or other similar considerations certain or all of the Partners should participate in one or more potential Investments through one or more alternative investment structures, the General Partner may effect (pursuant to the power of attorney set forth in Section 12.3 and without any further action by the Limited Partners) the making of all or any portion of any such investment outside of the Partnership by requiring certain or all Partners to be admitted as limited partners or other similar investors and to make capital contributions with respect to such potential Investment directly to a limited partnership or other similar vehicle (each such vehicle, an “Alternative Investment Vehicle”). For the avoidance of doubt, in the event that an ERISA Partner is required to be admitted as a limited partner or other similar investor to one or more Alternative Investment Vehicles, the constituent documents of such Alternative Investment Vehicle shall contain substantially identical provisions regarding ERISA-related matters to those contained in this Agreement. In addition, the General Partner shall also have the right to direct that capital contributions of certain or all Partners with respect to a potential Investment be made through an Alternative Investment Vehicle if, in the determination of the General Partner, the consummation of the potential Investment would be prohibited or unduly burdensome for the Partnership because of legal or regulatory constraints but would be permissible or less burdensome if an Alternative Investment Vehicle were utilized. Each Alternative Investment Vehicle formed pursuant to this Section 9.10 shall be controlled by the General Partner or an Affiliate thereof, shall be managed by the Manager or an Affiliate thereof, and shall be governed by organizational documents containing provisions substantially similar in all material respects to those of the Partnership, with such differences as may be required by the legal, tax, regulatory or other similar considerations referred to above. All references in this Section 9.10 to the limited partners of an Alternative Investment Vehicle shall be deemed to include all investors in an Alternative Investment Vehicle formed as a vehicle other than a limited partnership. For the avoidance of doubt, the General Partner will us...
Alternative Investment Vehicles. (a) Notwithstanding any other provision of this Agreement to the contrary, if at any time the General Partner determines that for legal, tax, regulatory or other considerations certain or all of the Partners should participate in a potential or existing Investment through one or more alternative investment structures, the General Partner may effect the making of all or any portion of such Investment outside of the Partnership:
Alternative Investment Vehicles. (a) Notwithstanding any provision of this Agreement to the contrary, if the General Partner determines that for legal, tax, regulatory or similar reasons an investment in a Portfolio Security should be made or held through an alternative investment structure to permit one or more of the Partners to invest in parallel with or instead of through the Partnership, the General Partner may form one or more partnerships (or legal entities that are classified as partnerships under United States federal income tax laws and regulations or for which a U.S. “check-the-box” election to be classified as a partnership could be made under the Code) in the United States or in jurisdictions outside the United States for purposes of making, receiving and/or holding all or any portion of such investment outside of the Partnership (each such partnership or other entity, regardless of where organized, an “Alternative Fund”). For purposes of clarity, neither a Parallel Fund nor any subsequent investment vehicle permitted to be formed hereunder shall be considered an Alternative Fund. The General Partner and each Limited Partner agree that:
Alternative Investment Vehicles. If in the determination of Riverstone or the Board of Directors, it is in the best interest of the Partnership or any of its Limited Partners that certain or all of the Partners participate in an investment or a potential investment in foreign assets, Riverstone or the Board of Directors may direct that Capital Contributions of certain or all Limited Partners with respect to such investment or potential investment in foreign assets be effected through one or more alternative investment vehicles (each, an “Alternative Investment Vehicle”), provided that Pattern Energy will not, without its prior written consent, be required to participate in an Alternative Investment Vehicle that, at the time of admission of Pattern Energy, would have a material adverse impact on Pattern Energy. In determining whether it is in the best interest of the Partnership or any of its Limited Partners for certain or all of the Partners to participate in an Alternative Investment Vehicle, Riverstone and the Board of Directors will take into account the costs of forming and operating any such Alternative Investment Vehicle and the impact such costs will have on all the Partners. Each Alternative Investment Vehicle shall be governed by documents containing economic and governance terms substantially comparable to this Agreement or expressly subjecting itself to the terms of this Agreement, and the investment results of any Alternative Investment Vehicle will be aggregated with the investment results of this Partnership for purposes of determining the amounts to be distributed to each Limited Partner pursuant to Article VII of this Agreement and the corresponding provisions of any Alternative Investment Vehicle. In furtherance of the foregoing, for purposes of calculating the amounts to be contributed to and distributed from this Partnership, all amounts contributed to an Alternative Investment Vehicle shall be treated as contributed by the Limited Partners participating in such investment through such Alternative Investment Vehicle to this Partnership and all amounts distributed by such Alternative Investment Vehicle shall be treated as distributed from this Partnership to such Limited Partners pursuant to the applicable provisions set forth in Article VII of this Agreement. Each of the Partners will cooperate and take such further actions as Riverstone or the Board of Directors may deem necessary or appropriate to give effect to the purposes of this Section 2.07, including without li...
Alternative Investment Vehicles. (a) If the Partnership encounters legal, tax, regulatory or other impediments to the making of a potential Investment, the General Partner may reduce the unfunded Capital Commitments of all or some of the Partners in the Partnership by transferring any portion thereof to one or more entities (including without limitation blocker corporations, partnerships and limited liability companies), which entities may be established using “master feeder” structures or other similar structures and which entities are organized by or on behalf of the General Partner or its Affiliates and have investment objectives, economic terms, conditions and management substantially identical, to the extent practicable, to those of the Partnership, but which would not encounter such legal, tax, regulatory or other impediments (such entities, “Alternative Investment Vehicles”); provided that the General Partner or an Affiliate thereof shall serve as the general partner or in some other managing fiduciary capacity with respect to any such Alternative Investment Vehicle. Partners shall participate in an Alternative Investment Vehicle in proportion to their respective Percentage Interests; provided, however, that Partners whose participation, as determined by the General Partner in good faith, may cause or contribute to legal, tax, regulatory or other impediments shall not participate in such Alternative Investment Vehicle. The determination of the appropriate type and structure of the Alternative Investment Vehicle or Alternative Investment Vehicles through which an Investment may be made under this Section 3.07 shall be made by the General Partner in its sole discretion.
Alternative Investment Vehicles. Other than those Alternative Investment Vehicles which are in compliance with Section 7.14, no Alternative Investment Vehicles have been formed pursuant to or in accordance with the Operating Documents of Borrower.
Alternative Investment Vehicles. Borrower shall not cause or permit any Alternative Investment Vehicle to exist other than (i) pursuant to a transfer permitted under and subject to Section 6.5, or (ii) an Alternative Investment Vehicle that has joined this Agreement as an additional borrower or guarantor pursuant to Loan Documents reasonably acceptable to Administrative Agent. In connection therewith, Borrower shall provide Administrative Agent with authority documents acceptable to Administrative Agent, including, without limitation, an authority/enforceability opinion from such Alternative Investment Vehicle’s counsel and a certificate from the Secretary of State or registrar of such Alternative Investment Vehicle’s jurisdiction of formation certifying that such Alternative Investment Vehicle is validly existing and is in good standing in such jurisdiction. Under no circumstance shall (a) all or any portion of a Member’s Capital Commitment be transferred to an Alternative Investment Vehicle, (b) Capital Contributions be made or directed to an Alternative Investment Vehicle or (c) title to any Investment be transferred to an Alternative Investment Vehicle, in each case, without the prior written consent of Administrative Agent and the Required Lenders as an additional borrower or guarantor in accordance with this Section 7.14.
Alternative Investment Vehicles. (a) Notwithstanding any other provision of this Agreement, if the General Partner determines, in its sole and absolute discretion, that it is in the best interests of one or more Partners, Carlyle or any Fund Entity that one or more Partners participate in one or more Investments through an alternative investment vehicle, the General Partner may structure the making of such Investment or Investments outside of the Partnership by requiring each such Partner to make any such Investment directly or through a partnership or other similar vehicle organized by or at the request of the General Partner (an “Alternative Investment Vehicle”) that will invest on behalf of such Partners in lieu of the Partnership. Each Partner participating in an Alternative Investment Vehicle shall make Capital Contributions, directly or indirectly, to such Alternative Investment Vehicle to the extent, for the same purposes and on substantially the same terms and conditions, in each case in all material respects, to the extent appropriate in furtherance of the purposes of this Section 2.09 as each such Partner would be required to make Capital Contributions to the Partnership. In the event one or more Partners participate in an Investment through an Alternative Investment Vehicle, distributions of cash and other property and the allocations of income, gain, loss, deduction, expense and credit from any such Alternative Investment Vehicle, and the determination of allocations and distributions pursuant to Article V hereof and of any capital contributions in respect of any Clawback Amount, shall be determined as if such Partners had participated in such Investment through the Partnership.
Alternative Investment Vehicles. (a) Notwithstanding any provision of this Agreement to the contrary, the General Partner may form one or more partnerships (or legal entities that are treated as partnerships under United States federal income tax laws and regulations) in jurisdictions outside the Cayman Islands for purposes of making portfolio investments in portfolio companies (each such partnership or entity, an ''Offshore Fund,'' and, for clarity, the Partnership may hereinafter in this Section 3.7 be referred to as the ''Cayman Fund''). The General Partner and each Limited Partner agree that:
