Common use of Forfeiture of Units Clause in Contracts

Forfeiture of Units. (a) Except as otherwise agreed to in writing between the General Partner and the applicable Person and reflected in the books and records of the Partnership, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Unvested Units. (b) Except as otherwise agreed to in writing between the General Partner and the applicable Person and reflected in the books and records of the Partnership, if the General Partner determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 and Section 10.01, if any Person who is or was at any time a Service Provider shall fail to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person to the Partnership or any of its Affiliates or to any fund sponsored by the Partnership or any of its Affiliates, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (d) Upon the forfeiture of any Units in accordance with this Section 8.02, such Units shall be cancelled and the General Partner shall modify the books and records of the Partnership to reflect such forfeiture and cancellation.

Forfeiture of Units. (a) Except as otherwise agreed Units owned by a Partner are subject to in writing between the General Partner and the applicable Person and reflected in the books and records of the Partnership, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (forfeiture or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, cancellation as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (Supplemental Agreement or any such Personal Planning Vehicle) shall cease schedule or exhibit to own or have any rights, directly or indirectly, with respect this Agreement applicable to such forfeited Unvested UnitsPartner. (b) Except as otherwise agreed If any Ares Owners Mirror Units are forfeited or cancelled for no consideration, a number of Class A Units held by Ares Owners LP equal to in writing between the General Partner and the applicable Person and reflected in the books and records product of the Partnership, if the General Partner determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle number of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interestAres Owners Mirror Units, as set forth in applicable, so forfeited or cancelled multiplied by the books and records of the Partnership, Corresponding Rate shall be immediately automatically forfeited without any considerationor cancelled, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and as the case may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwisebe. (c) If any Common Shares owned by Ares Owners LP or a Service Provider (or a Person who is a Permitted Transferee of a Service Provider) are forfeited or cancelled for no consideration, a number of Class A Units held by the Issuer (or if the Issuer does not hold any Class A Units, by the General Partner) equal to the product of the number of Common Shares so forfeited or cancelled multiplied by the Corresponding Rate shall be automatically forfeited or cancelled, as the case may be. (d) Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 9.6 and Section 10.0110.1, if any Person who is or was at any time a Service Provider shall fail to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person to the Partnership or any of its Affiliates or to any fund sponsored Fund managed by the Partnership or any of its Affiliatesan Ares Company, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle Permitted Transferee of such Person), and/or or in which such Person (or any Personal Planning Vehicle Permitted Transferee of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not Any such determination shall be uniform final and may be made selectively among such Personsbinding. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Persons alike, whether or not such Persons are similarly situated, and shall not constitute the breach exercise of any power or discretion by the General Partner or any of its directors, managers, officers or members the Partnership in the case of any duty (including Person shall not create any fiduciary duty) hereunder obligation on the part of the General Partner or otherwise existing at lawthe Partnership to take any similar action in the case of any other Person, in equity it being understood that any power or otherwisediscretion conferred upon the General Partner shall be treated as having been so conferred as to each Person separately. (de) Upon the forfeiture of any Units in accordance with this Section 8.028.2, such Units shall be cancelled cancelled, the Partnership shall have no obligations with respect to such Units and the General Partner shall modify the books and records of the Partnership to reflect such forfeiture and cancellation.

Forfeiture of Units. (a) Except as otherwise agreed Units owned by a Partner are subject to in writing between the General Partner and the applicable Person and reflected in the books and records of the Partnership, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (forfeiture or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, cancellation as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (Supplemental Agreement or any such Personal Planning Vehicle) shall cease schedule or exhibit to own or have any rights, directly or indirectly, with respect this Agreement applicable to such forfeited Unvested UnitsPartner. (b) Except as otherwise agreed If any Ares Owners Mirror Units are forfeited or cancelled for no consideration, a number of Class A Units held by Ares Owners LP equal to in writing between the General Partner and the applicable Person and reflected in the books and records product of the Partnership, if the General Partner determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle number of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interestAres Owners Mirror Units, as set forth in applicable, so forfeited or cancelled multiplied by the books and records of the Partnership, Corresponding Rate shall be immediately automatically forfeited without any considerationor cancelled, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and as the case may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwisebe. (c) If any Common Units owned by Ares Owners LP or a Service Provider (or a Person who is a Permitted Transferee of a Service Provider) are forfeited or cancelled for no consideration, a number of Class A Units held by the Issuer (or if the Issuer does not hold any Class A Units, by the General Partner) equal to the product of the number of Common Units so forfeited or cancelled multiplied by the Corresponding Rate shall be automatically forfeited or cancelled, as the case may be. (d) Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 9.6 and Section 10.0110.1, if any Person who is or was at any time a Service Provider shall fail to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person to the Partnership or any of its Affiliates or to any fund sponsored Fund managed by the Partnership or any of its Affiliatesan Ares Company, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle Permitted Transferee of such Person), and/or or in which such Person (or any Personal Planning Vehicle Permitted Transferee of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not Any such determination shall be uniform final and may be made selectively among such Personsbinding. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Persons alike, whether or not such Persons are similarly situated, and shall not constitute the breach exercise of any power or discretion by the General Partner or any of its directors, managers, officers or members the Partnership in the case of any duty (including Person shall not create any fiduciary duty) hereunder obligation on the part of the General Partner or otherwise existing at lawthe Partnership to take any similar action in the case of any other Person, in equity it being understood that any power or otherwisediscretion conferred upon the General Partner shall be treated as having been so conferred as to each Person separately. (de) Upon the forfeiture of any Units in accordance with this Section 8.028.2, such Units shall be cancelled cancelled, the Partnership shall have no obligations with respect to such Units and the General Partner shall modify the books and records of the Partnership to reflect such forfeiture and cancellation.

Forfeiture of Units. (a) Except as otherwise agreed Units owned by a Partner are subject to in writing between the General Partner and the applicable Person and reflected in the books and records of the Partnership, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (forfeiture or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, cancellation as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (Supplemental Agreement or any such Personal Planning Vehicle) shall cease schedule or exhibit to own or have any rights, directly or indirectly, with respect this Agreement applicable to such forfeited Unvested UnitsPartner. (b) Except as otherwise agreed If any Ares Owners Class OG Units or Ares Owners Class IND Units are forfeited or cancelled for no consideration, a number of Class A Units held by Ares Owners LP equal to in writing between the General Partner and the applicable Person and reflected in the books and records product of the Partnership, if the General Partner determines in good faith that Cause exists with respect to any Person that is number of Ares Owners Class OG Units or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interestAres Owners Class IND Units, as set forth in applicable, so forfeited or cancelled multiplied by the books and records of the Partnership, Corresponding Rate shall be immediately automatically forfeited without any considerationor cancelled, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and as the case may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwisebe. (c) If any Common Units owned by Ares Owners LP or a Service Provider (or a Person who is a Permitted Transferee of a Service Provider) are forfeited or cancelled for no consideration, a number of Class A Units held by the Issuer equal to the product of the number of Common Units so forfeited or canceled multiplied by the Corresponding Rate shall be automatically forfeited or cancelled, as the case may be. (d) Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 9.6 and Section 10.0110.1, if any Person who is or was at any time a Service Provider shall fail to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person to the Partnership or any of its Affiliates or to any fund sponsored Fund managed by the Partnership or any of its Affiliatesan Ares Company, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle Permitted Transferee of such Person), and/or or in which such Person (or any Personal Planning Vehicle Permitted Transferee of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not Any such determination shall be uniform final and may be made selectively among such Personsbinding. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Persons alike, whether or not such Persons are similarly situated, and shall not constitute the breach exercise of any power or discretion by the General Partner or any of its directors, managers, officers or members the Partnership in the case of any duty (including Person shall not create any fiduciary duty) hereunder obligation on the part of the General Partner or otherwise existing at lawthe Partnership to take any similar action in the case of any other Person, in equity it being understood that any power or otherwisediscretion conferred upon the General Partner shall be treated as having been so conferred as to each Person separately. (de) Upon the forfeiture of any Units in accordance with this Section 8.028.2, such Units shall be cancelled cancelled, the Partnership shall have no obligations with respect to such Units and the General Partner shall modify the books and records of the Partnership to reflect such forfeiture and cancellation.

Forfeiture of Units. (a) Except as otherwise agreed to in writing between the General Partner Managing Member and the applicable Person and reflected in the books and records of the PartnershipCompany, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the PartnershipCompany, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Unvested Units. (b) Except as otherwise agreed to in writing between the General Partner Managing Member and the applicable Person and reflected in the books and records of the PartnershipCompany, if the General Partner Managing Member determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the PartnershipCompany, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner Managing Member or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 and Section 10.01, if any Person who is or was at any time a Service Provider shall fail to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person to the Partnership or any of its Affiliates or to any fund sponsored by the Partnership or any of its Affiliates, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (d) Upon the forfeiture of any Units in accordance with this Section 8.02, such Units shall be cancelled and the General Partner Managing Member shall modify the books and records of the Partnership Company to reflect such forfeiture and cancellation.

Forfeiture of Units. (a) Except as otherwise agreed to in writing between the General Partner and the applicable Person and reflected in the books and records of the Partnership, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Unvested Units. (b) Except as otherwise agreed to in writing between the General Partner and the applicable Person and reflected in the books and records of the Partnership, if the General Partner determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 and Section 10.01, if any Person who is or was at any time a Service Provider shall fail to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person to the Partnership or any of its Affiliates or to any fund sponsored by the Partnership or any of its Affiliates, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (d) Upon the forfeiture of any Units in accordance with this Section 8.02, such Units shall be cancelled and the General Partner shall modify the books and records of the Partnership to reflect such forfeiture and cancellation.

Forfeiture of Units. (a) Except as otherwise agreed to in writing between the General Partner Board and the applicable Person and reflected in the books and records Schedule of the PartnershipMembers, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records Schedule of the PartnershipMembers, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Unvested Units. (b) Except as otherwise agreed to in writing between the General Partner Board and the applicable Person and reflected in the books and records Schedule of the PartnershipMembers, if the General Partner Board determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records Schedule of the PartnershipMembers, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall to the fullest extent permitted by applicable Law, not constitute the breach by the General Partner any Manager of this Agreement or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 and Section 10.01, if any Person who is or was at any time a Service Provider shall fail to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person to the Partnership or any of its Affiliates or to any fund sponsored by the Partnership or any of its Affiliates, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (d) Upon the forfeiture of any Units in accordance with this Section 8.02, such Units shall be cancelled and the General Partner Board shall modify amend or amend and restate the books and records Schedule of the Partnership Members to reflect such forfeiture and cancellation, without further act, vote, approval or consent of the Members or any other Person notwithstanding anything otherwise to the contrary in this Agreement or, to the fullest extent permitted by applicable Law, the Act or any other applicable Law.

Forfeiture of Units. (a) Except as otherwise agreed to in writing between the General Partner Manager and the applicable Person and reflected in the books and records of the PartnershipCompany, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the PartnershipCompany, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Unvested Units. (b) Except as otherwise agreed to in writing between the General Partner Manager and the applicable Person and reflected in the books and records of the PartnershipCompany, if the General Partner Manager determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the PartnershipCompany, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner Manager or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 and Section 10.01, if any Person who is or was at any time a Service Provider shall fail to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person to the Partnership or any of its Affiliates or to any fund sponsored by the Partnership or any of its Affiliates, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (d) Upon the forfeiture of any Units in accordance with this Section 8.02, such Units shall be cancelled and the General Partner Manager shall modify the books and records of the Partnership Company to reflect such forfeiture and cancellation.

Forfeiture of Units. (a) Except as otherwise agreed to in writing between the General Partner Company and the applicable Person and reflected in the books and records of the PartnershipCompany or in any Award Agreement, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interestinterest (including through ownership of corresponding units of the Management Aggregator), as set forth in the books and records of the PartnershipCompany, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning VehicleVehicle or the Management Aggregator) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Unvested Units. (b) Except as otherwise agreed to in writing between the General Partner Company and the applicable Person and reflected in the books and records of the PartnershipCompany or in any Award Agreement, if the General Partner Managing Member determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interestinterest (including through ownership of corresponding units of the Management Aggregator), as set forth in the books and records of the PartnershipCompany, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning VehicleVehicle or the Management Aggregator) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and may be made selectively among such PersonsPersons (and/or among Units held by the Management Aggregator on behalf of any Person that is or was at any time a Service Provider who holds corresponding units in the Management Aggregator), whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner Managing Member or any of its directors, managersmangers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 and Section 10.01, if any Person who is or was at any time a Service Provider shall fail to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person to the Partnership or any of its Affiliates or to any fund sponsored by the Partnership or any of its Affiliates, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (d) Upon the forfeiture of any Units in accordance with this Section 8.02, such Units shall be cancelled and the General Partner Managing Member shall modify the books and records of the Partnership Company to reflect such forfeiture and cancellation.

Forfeiture of Units. (a) Except as otherwise agreed to in writing between the General Partner and the applicable Person and reflected in the books and records of the PartnershipPerson, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Unvested Units. (b) Except as otherwise agreed to in writing between the General Partner and the applicable Person and reflected in the books and records of the PartnershipPerson, if the General Partner determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) The Founder shall have the right to reallocate to one or more other Partners any (i) Class A Units granted as a “Founder Unit Issuance” under an Award Agreement, (ii) LTIP Units granted as an “Earn-Out Unit Grant” under an Award Agreement and (iii) Founder LTIP Units that in any of the foregoing cases expire, fail to become vested or are canceled, forfeited, terminated, or repurchased for nominal consideration (“Forfeited Units”) to one or more other Partners. Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 and Section 10.01foregoing, if any Person who is or was at any time a Service Provider shall fail the Founder has ceased to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person provide services to the Partnership or any of its Affiliates or to any fund sponsored by the Partnership or any of its Affiliates, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent then Forfeited Units shall be reallocated to holders of like Units pro rata in value accordance with their respective holdings of such like Units; provided, however, that for purposes of applying such pro rata reallocation, Founder LTIP Units shall be deemed to be Founder Units. Any Unit that is reallocated in accordance with this Section 8.02(c) shall be subject to terms that are no more favorable than if such reallocated Units were deemed granted on the obligation which was not performed, original date of grant as determined by the General Partner in its sole discretion. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwiseunderlying Forfeited Units. (d) Upon the forfeiture of any Units in accordance with this Section 8.02, such Units shall be cancelled and the General Partner shall modify the books and records of the Partnership to reflect such forfeiture and cancellationcancellation or reallocation, as applicable.

Forfeiture of Units. (a) Except as otherwise agreed to in writing between the General Partner and the applicable Person and reflected in the books and records of the PartnershipPerson, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Unvested Units. (b) Except as otherwise agreed to in writing between the General Partner and the applicable Person and reflected in the books and records of the PartnershipPerson, if the General Partner determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) Any (i) Class A Units granted as a “Founder Unit Issuance” under an Award Agreement, (ii) LTIP Units granted as an “Earn-Out Unit Grant” under an Award Agreement, (iii) Founder LTIP Units, or (iv) B ordinary shares in PJT Partners (Cayman) Limited (“Xxxxxx Shares”) or shares of Class A common stock in the General Partner potentially issuable in respect of such Xxxxxx Shares that in any of the foregoing cases were held by any of the Founder Group Partners and that expire, fail to become vested or are canceled, forfeited, terminated, or repurchased for nominal consideration (“Forfeited Units”) shall be reallocated by the Compensation Committee of the Board of Directors of the General Partner (the “Compensation Committee”), in consultation with the Founder, to one or more other Partners. Notwithstanding anything otherwise the foregoing, if the Founder has ceased to provide services to the contrary hereinPartnership, including without limitation Section 9.06 and Section 10.01, if any Person who is or was at any time a Service Provider then Forfeited Units shall fail be reallocated to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person Founder Group Partners then providing services to the Partnership or any and holding like Units pro rata in accordance with their respective holdings of its Affiliates or such like Units as of the date hereof (provided, however, that for purposes of applying such pro rata reallocation, Founder LTIP Units and such Xxxxxx Shares shall be deemed to any fund sponsored be Founder Units), such reallocation subject to the approval by a majority of the Partnership or any members of its Affiliatesthe Compensation Committee and, absent such approval, the General Partner Compensation Committee may determine the reallocation of the Forfeited Units in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not Any Forfeited Unit that is reallocated in accordance with this Section 8.02(c) shall be uniform and may be made selectively among subject to terms that are no more favorable than if such Persons, whether or not such Persons are similarly situated, and shall not constitute reallocation was deemed granted on the breach by original date of grant as the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwiseunderlying Forfeited Units. (d) Upon the forfeiture of any Units in accordance with this Section 8.02, such Units shall be cancelled and the General Partner shall modify the books and records of the Partnership to reflect such forfeiture and cancellationcancellation or reallocation, as applicable.

Forfeiture of Units. (a) Except as otherwise agreed Units owned by a Partner are subject to in writing between the General Partner and the applicable Person and reflected in the books and records of the Partnership, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (forfeiture or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, cancellation as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (Supplemental Agreement or any such Personal Planning Vehicle) shall cease schedule or exhibit to own or have any rights, directly or indirectly, with respect this Agreement applicable to such forfeited Unvested UnitsPartner. (b) Except as otherwise agreed If any Ares Owners Mirror Units are forfeited or cancelled for no consideration, a number of Class A Units held by Axxx Owners LP equal to in writing between the General Partner and the applicable Person and reflected in the books and records product of the Partnership, if the General Partner determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle number of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interestAres Owners Mirror Units, as set forth in applicable, so forfeited or cancelled multiplied by the books and records of the Partnership, Corresponding Rate shall be immediately automatically forfeited without any considerationor cancelled, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and as the case may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwisebe. (c) If any Common Shares owned by Axxx Owners LP or a Service Provider (or a Person who is a Permitted Transferee of a Service Provider) are forfeited or cancelled for no consideration, a number of Class A Units held by the Issuer (or if the Issuer does not hold any Class A Units, by the General Partner) equal to the product of the number of Common Shares so forfeited or cancelled multiplied by the Corresponding Rate shall be automatically forfeited or cancelled, as the case may be. (d) Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 9.6 and Section 10.0110.1, if any Person who is or was at any time a Service Provider shall fail to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person to the Partnership or any of its Affiliates or to any fund sponsored Fund managed by the Partnership or any of its Affiliatesan Ares Company, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle Permitted Transferee of such Person), and/or or in which such Person (or any Personal Planning Vehicle Permitted Transferee of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not Any such determination shall be uniform final and may be made selectively among such Personsbinding. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Persons alike, whether or not such Persons are similarly situated, and shall not constitute the breach exercise of any power or discretion by the General Partner or any of its directors, managers, officers or members the Partnership in the case of any duty (including Person shall not create any fiduciary duty) hereunder obligation on the part of the General Partner or otherwise existing at lawthe Partnership to take any similar action in the case of any other Person, in equity it being understood that any power or otherwisediscretion conferred upon the General Partner shall be treated as having been so conferred as to each Person separately. (de) Upon the forfeiture of any Units in accordance with this Section 8.028.2, such Units shall be cancelled cancelled, the Partnership shall have no obligations with respect to such Units and the General Partner shall modify the books and records of the Partnership to reflect such forfeiture and cancellation.

Forfeiture of Units. (a) Except as otherwise agreed to in writing between the General Partner and the applicable Person and reflected in the books and records of the PartnershipPerson, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Unvested Units. (b) Except as otherwise agreed to in writing between the General Partner and the applicable Person and reflected in the books and records of the PartnershipPerson, if the General Partner determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) Any (i) Class A Units granted as a “Founder Unit Issuance” under an Award Agreement, (ii) LTIP Units granted as an “Earn-Out Unit Grant” under an Award Agreement, (iii) Founder LTIP Units, or (iv) B ordinary shares in PJT Partners (Cayman) Limited (“Xxxxxx Shares”) or shares of Class A common stock in the General Partner potentially issuable in respect of such Xxxxxx Shares that in any of the foregoing cases were held by any of the Founder Group Partners and that expire, fail to become vested or are canceled, forfeited, terminated, or repurchased for nominal consideration (“Forfeited Units”) shall be reallocated by the Compensation Committee of the Board of Directors of the General Partner (the “Compensation Committee”), in consultation with the Founder, to one or more other Partners. Notwithstanding anything otherwise the foregoing, if the Founder has ceased to provide services to the contrary hereinPartnership, including without limitation Section 9.06 and Section 10.01, if any Person who is or was at any time a Service Provider then Forfeited Units shall fail be reallocated to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person Founder Group Partners then providing services to the Partnership or any and holding like Units pro rata in accordance with their respective holdings of its Affiliates or such like Units as of the date of the adoption of the Second Amended and Restated Agreement (provided, however, that for purposes of applying such pro rata reallocation, Founder LTIP Units and such Xxxxxx Shares shall be deemed to any fund sponsored be Founder Units), such reallocation subject to the approval by a majority of the Partnership or any members of its Affiliatesthe Compensation Committee and, absent such approval, the General Partner Compensation Committee may determine the reallocation of the Forfeited Units in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not Any Forfeited Unit that is reallocated in accordance with this Section 8.02(c) shall be uniform and may be made selectively among subject to terms that are no more favorable than if such Persons, whether or not such Persons are similarly situated, and shall not constitute reallocation was deemed granted on the breach by original date of grant as the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwiseunderlying Forfeited Units. (d) Upon the forfeiture of any Units in accordance with this Section 8.02, such Units shall be cancelled and the General Partner shall modify the books and records of the Partnership to reflect such forfeiture and cancellationcancellation or reallocation, as applicable.

Forfeiture of Units. (a) Except as otherwise provided in the applicable Award Agreement or agreed to in writing between the General Partner Managing Member and the applicable Person and reflected in the books and records of the PartnershipCompany, if a Person that is a Service Provider ceases to be a Service Provider for any reason, all Unvested Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the PartnershipCompany, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Unvested Units. (b) Except as otherwise provided in the applicable Award Agreement or otherwise agreed to in writing between the General Partner Managing Member and the applicable Person and reflected in the books and records of the PartnershipCompany, if the General Partner Managing Member determines in good faith that Cause exists with respect to any Person that is or was at any time a Service Provider, the Units (whether or not vested) held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the PartnershipCompany, shall be immediately forfeited without any consideration, and any such Person (or any such Personal Planning Vehicle) shall cease to own or have any rights, directly or indirectly, with respect to such forfeited Units. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner Managing Member or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (c) Notwithstanding anything otherwise to the contrary herein, including without limitation Section 9.06 and Section 10.01, if any Person who is or was at any time a Service Provider shall fail to perform when due any “giveback,” “true-up” or “clawback” obligation owed by such Person to the Partnership or any of its Affiliates or to any fund sponsored by the Partnership or any of its Affiliates, the General Partner may in its sole discretion and without the consent of any other Person, cause to be forfeited a number of Units held by such Person (or any Personal Planning Vehicle of such Person), and/or in which such Person (or any Personal Planning Vehicle of such Person) has an indirect interest, as set forth in the books and records of the Partnership, equivalent in value to the obligation which was not performed, as determined by the General Partner in its sole discretion. Such determinations need not be uniform and may be made selectively among such Persons, whether or not such Persons are similarly situated, and shall not constitute the breach by the General Partner or any of its directors, managers, officers or members of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (d) Upon the forfeiture of any Units in accordance with this Section 8.02, such Units shall be cancelled and the General Partner Managing Member shall modify the books and records of the Partnership Company to reflect such forfeiture and cancellation.