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 III (TI), LLC and Excelsior Private Markets Fund III (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. 10% of distributions, after the Company has distributed 125% of all drawn commitments to members of the Company.
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.
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. (a) Upon the termination of the Founding Member’s service with Blackstone (whether due to retirement, permanent disability, death or otherwise) (a “Departure”), the Founder Group shall be awarded Profit Sharing Percentages with respect to each Blackstone Fund that holds its first closing (a “Launch”) during the Post-Departure PSP Period as follows:
(i) in the case of each Blackstone Fund for which there is a predecessor Blackstone Fund in which the Founder Group owns Profit Sharing Percentages at the time of such Departure, the Profit Sharing Percentage in such successor Blackstone Fund shall equal 50% of the aggregate Profit Sharing Percentages owned by the Founder Group, at the Launch of such successor Blackstone Fund, in the most recent predecessor Blackstone Fund existing at the time of such Departure; and
(ii) in the case of a Blackstone Fund for which there is no predecessor Blackstone Fund at the time of such Departure, the Profit Sharing Percentage in such Blackstone Fund shall equal 50 % of the median of the aggregate Profit Sharing Percentages owned by the Founder Group across all Blackstone Funds existing at the time of such Departure.
(b) Upon a Departure of the Founding Member, the Founding Member shall be entitled to transfer up to 100% of his Profit Sharing Percentages to his Estate and Related Entities. Upon the death of the Founding Member, all of the Founding Member’s existing Profit Sharing Percentages shall be administered by the executor of his estate and shall pass to the beneficiaries of his estate in accordance with the terms of his will.
(c) The Founder Group’s Profit Sharing Percentages in each then-existing or future Blackstone Fund (whether awarded before or after a Departure) shall remain unchanged and be fully vested (and shall be applicable to all then-existing or future investments made by each such Blackstone Fund), except solely for mathematical/nondiscretionary dilution and accretion resulting from individuals joining or leaving Blackstone, calculated according to the governing documents of the applicable GP Entity in a manner consistent with such accretion and dilution principles applicable to Blackstone personnel generally.
(d) Notwithstanding the Departure of the Founding Member, each member of the Founder Group shall be required to continue to maintain and fund its pro rata share of the capital commitment and, if applicable, any clawback obligations of the Blackstone Fund to which such Profit Sharing Percentages relat...
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 xx xhe Properties.
(ii) For purposes of Paragraph 13(b), the following definitions apply:
Carried Interest. A carried interest based upon the realised net profits, after the return of invested capital and management fees paid to Xxxxxxxxxxx, if any, generated with respect to each New Investment, whereby Xxxxxxxxxxx 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 Xxxxxxxxxxx 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 Xxxxxxxxxxx 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 Xxxxxxxxxxx that is attributable to such New Investment, plus a preferred return of 10% compounded annually, prior to any participation by Xxxxxxxxxxx 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 Xxxxxxxxxxx, 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 Xxxxxxxxxxx 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 Xxxxxxxxxxx until Xxxxxxxxxxx has received an amount equal to 10% of the sum of (A) the aggregate amoun...
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 Xxxx-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 Xxxx-InfraREIT pursuant to Section 4.6.I.(ii)(b) of the Amended and Restated OP Agreement, Xxxx-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 A-1 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 Xxxx-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. Notwithstanding any provision contained herein, the Parties agree that one-half of Diamond Hill’s initial Percentage Interest (being 10%) (the “Carried Interest”) shall be a carried interest and all costs and contributions required to be made in respect of such Carried interest shall be borne exclusively by Wildcat on Diamond Hill’s behalf from the date of this Agreement. For greater certainty, no adjustments to the Carried Interest shall be made under any provision in this Agreement, and the Vendor shall always hold, and the Parties shall vote their Shares as necessary to ensure that the Vendor holds, 10% of the Shares of the Company representing the Carried Interest.
