Carried Interest Sample Clauses
The Carried Interest clause defines the share of profits that a fund manager or general partner receives from an investment fund, typically as a performance incentive. This clause specifies the percentage of profits allocated to the manager after investors have received their initial capital and a predetermined return, often referred to as the hurdle rate. Its core function is to align the interests of fund managers with those of investors by rewarding strong investment performance, thereby incentivizing effective management and value creation.
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Carried Interest. In addition to the Advisory Fee payable by the Company, the Investment Adviser or an affiliate, acting as special member to Excelsior Private Markets Fund II (TI), LLC and Excelsior Private Markets Fund II (TE), LLC (each a feeder fund that invests directly or indirectly in the Company), shall receive a Carried Interest from each such feeder fund, in accordance with Section 8.2(a)(ii) of each such feeder fund’s Limited Liability Company Agreement (or any successor provision thereto), equal to 5% of distributions after the members of each such feeder fund have received a 125% return of all drawn commitments, with any such Carried Interest distribution accrued prior to the fourth anniversary of a feeder fund’s final closing to be retained until such date.
Carried Interest. In addition to the Advisory Fee payable by the Fund, the Investment Adviser shall be entitled to Carried Interest in the event that specified investment returns are achieved by the Fund.
Carried Interest. Second, the product of (x) the total remaining Distributable Cash times (y) the aggregate Carried Interest Percentage shall be distributed among the Carried Interest Partners pro-rata based on their respective Carried Interest Percentages and
Carried Interest. At the Closing, Seller shall reserve an 8.00% working interest in the S/2 of Section 36-T1N-R66W, Weld County, Colorado, which shall be a working interest carried through completion of each oil and gas well which may be drilled on any drilling and spacing unit which includes any portion of such lands.”
4. The first sentence of Section 3.3 to the Agreement is hereby amended to provide that the Due Diligence Period is extended through 5:00 o’clock p.m. Mountain Time on June 12, 2015. In addition, a new sentence is hereby added at the end of Section 3.3, reading as follows: “Notwithstanding anything to the contrary in this Agreement, Purchaser shall be entitled to deliver a Title Defect Notice as to any of the Interest Additions Properties set forth on Exhibit A and Exhibit B at any time until the date that is five (5) days after Seller delivers the Post-Closing Adjustment Statement to Purchaser; and, in the event such a Title Defect Notice is delivered the provisions of Article 3 shall apply to the resolution of any such Title Defects.”
5. A new sentence is hereby added at the end of Section 3.7, reading as follows: “The Parties hereby acknowledge and agree that the Properties set forth on Exhibit A and Exhibit B under the heading “Interest Additions” shall constitute approved Interest Additions within the meaning of this Section 3.7, and shall have the Interest Addition Values/Allocated Values therefor as set forth on Exhibit B.”
6. A new sentence is hereby added at the end of Section 5.2.3, reading as follows: “Notwithstanding anything to the contrary in this Agreement, Purchaser shall be entitled to access and conduct environmental assessments of any of the Interest Additions Properties set forth on Exhibit A and Exhibit B at any time until the date that is five (5) days after Seller delivered the Post-Closing Adjustment Statement to Purchaser; and, Purchaser may deliver an Environmental Defect Notice as to any of the Interest Additions Properties set forth on Exhibit A and Exhibit B at any time until the date that is five (5) days after Seller delivered the Post-Closing Adjustment Statement to Purchaser; and, in the event such an Environmental Defect Notice is delivered the provisions of Article 5 shall apply to the resolution of any such Environmental Defects.”
Section 12.1 is hereby deleted in its entirety, and replaced with the following:
Carried Interest. A carried interest based upon the realised net profits, after the return of invested capital and management fees paid to ▇▇▇▇▇▇▇▇▇▇▇, if any, generated with respect to each New Investment, whereby ▇▇▇▇▇▇▇▇▇▇▇ will receive a carried interest in realised net profits in excess of a 10% return calculated as follows: (i) 10% on net profits of up to 15% per annum, compounded annually, and (ii) 15% on net profits in excess, as more fully described below. For these purposes, “realised net profits” means, with respect to any New Investment, any and all amounts (cash or non-cash) received by or paid to any k1 Party in respect of such New Investment that exceed the amount of capital invested by that k1 Party in such New Investment plus the amount of management fees paid by any k1 Party to ▇▇▇▇▇▇▇▇▇▇▇ that is attributable to such New Investment, including any amounts received by or paid to that k1 Party in the form of dividends, repayment of principal, payment of fees, proceeds from the sale of such New Investment (or any portion thereof) or otherwise. This means that ▇▇▇▇▇▇▇▇▇▇▇ will not earn any carried interest on the basis of “paper profits” under the 2010 Management Agreement. The relevant k1 Party must actually realise a return of its invested capital with respect to each New Investment, plus an amount equal to all management fees paid by such k1 Party to ▇▇▇▇▇▇▇▇▇▇▇ that is attributable to such New Investment, plus a preferred return of 10% compounded annually, prior to any participation by ▇▇▇▇▇▇▇▇▇▇▇ in respect of the carried interest. Specifically, the proceeds received by any k1 Party in respect of each New Investment (whether in the form of dividends, payment of principal, fees, proceeds from the sale thereof or otherwise) will be apportioned between such k1 Party and ▇▇▇▇▇▇▇▇▇▇▇, as follows:
(i) first, 100% to such k1 Party until such k1 Party has received an amount equal to the sum of (A) the aggregate amount of unreturned capital actually invested by such k1 Party in connection with such New Investment (the “Invested Capital”), and (B) the aggregate amount of unreturned management fees paid to ▇▇▇▇▇▇▇▇▇▇▇ that are attributable to such New Investment;
(ii) second, 100% to such k1 Party until such k1 Party has received an amount equal to a 10% compounded annual rate of return on all Invested Capital in respect of such New Investment;
(iii) third, 100% to ▇▇▇▇▇▇▇▇▇▇▇ until ▇▇▇▇▇▇▇▇▇▇▇ has received an amount equal to 10% of the sum of (A) the aggregate amou...
Carried Interest. 11.1 On the Mandatory Conversion Date (as defined in the Amended and Restated OP Agreement), pursuant to Section 4.6 of the Amended and Restated OP Agreement, if there is a Carry Shortfall, the Operating Partnership will issue a certain number of Common Units to ▇▇▇▇-InfraREIT (as determined in accordance with Section 4.6 of the Amended and Restated OP Agreement) and cancel an equal number of Class A Units held by InfraREIT Inc. and, consistent with the Amended and Restated Charter, a certain number of the Class A Common Stock will be canceled (as determined in accordance with the Amended and Restated Charter), and, thereafter, all remaining shares of Class A Common Stock will convert to Common Stock.
11.2 On the Mandatory Conversion Date, if the Carry Crystallization Value (as defined in the Amended and Restated OP Agreement) exceeds the dollar amount allocable to ▇▇▇▇-InfraREIT pursuant to Section 4.6.I.(ii)(b) of the Amended and Restated OP Agreement, ▇▇▇▇-InfraREIT shall make a cash payment equal, in the aggregate, to such excess to the holders of the shares of Class A Common Stock. Such payment shall be allocated among such holders in proportion to the percentages set forth on Exhibit B to the LLC Agreement Amendment. For avoidance of doubt, no such payment will be made in respect of the Trust Shares, and the Trust Shares will be disregarded in determining the amount of payment to which each such holder is entitled. The parties hereto intend and agree, to the extent permitted under applicable law, to (i) treat any such payments by ▇▇▇▇-InfraREIT to the holders of the shares of Class A Common Stock under this Article XI as constituting consideration for the shares of Class A Common Stock held by such holders and (ii) adopt tax reporting positions that are consistent in all respects with such treatment.
Carried Interest. 10% of distributions, after the Company has distributed 125% of all drawn commitments to members of the Company.
Carried Interest. (i) Until such time as Payout occurs, Seller hereby agrees to pay all Applicable Costs for the Subject Wells which are attributable to Buyer as a result of its ownership ▇▇ ▇he Properties.
(ii) For purposes of Paragraph 13(b), the following definitions apply:
Carried Interest. Thereafter, 75% to such Member and 25% to the Manager (such 25% to the Manager, the “Carried Interest”).
Carried Interest. The Carried Interest is the share of the Funds profits allocated to the General Partner (§ 3.1). On the last day of the Fiscal Year (§ 1.8), the General Partner collects Management Fees (§ 3.11) and Performance Allocation (§ 3.12) in a form of transferring the ownership of the Fund to the General Partner. If the General Partner sells any of the ownership, it is taxed as ordinary income (§ 7.7) if held for less than a year but taxed as long-term capital gains if held over a year. All profits made from Carried Interest are considered short term capital gains and are taxed as ordinary income.