Deemed Realization Clause Samples

Deemed Realization. Solely for purposes of determining an IP Limited Partner’s Carry Account, the General Partner may, upon the admittance of a new Carried Interest Partner or at any other time, deem there to have been a Realization of one or more Program Assets at the Fair Market Value at such time of such Program Asset, in which case the deemed Carry Profit or Carry Loss derived from such deemed Realization shall be allocated among the IP Limited Partners and charged to the Carry Accounts of the IP Limited Partners. Any future actual or deemed Realization of a Program Asset shall take into account the prior deemed Realization or Realizations. Notwithstanding the foregoing, for purposes of determining an IP Limited Partner’s Vested Percentage pursuant to Section B-2, such deemed Realizations shall be disregarded.