Common use of Management Fee Offset Clause in Contracts

Management Fee Offset. ‌ 8.4.1 Each quarterly installment of the Management Fee with respect to each Limited Partner shall be reduced, but not below zero, by an amount equal to such Limited Partner’s pro rata share (based 11 Initial Closing Date may be appropriate for some funds. on its Commitment) of the aggregate amount of Fee Income paid since the preceding Payment Date. To the extent that the Management Fee is not reduced as of any given Payment Date by the amounts referred to in the preceding sentence (or any portion thereof determined with respect to a previous Payment Date and carried over to the current Payment Date pursuant to this sentence) because the Management Fee has been reduced to zero, the excess shall be carried over to the next succeeding Payment Date (and to one or more subsequent Payment Dates) and applied as a reduction of the Management Fee, but not below zero, for such succeeding Payment Date (or a subsequent Payment Date). If on termination of the Fund, any amount of Fee Income remains that has not been applied to reduce the Management Fee pursuant to this Section 8.4 (Management Fee Offset), the Fund Manager shall cause such amounts to be paid to the Non- Defaulting Partners (excluding any such Non-Defaulting Partners that have elected by written notice to the General Partner not to received such amounts) pro rata in proportion to their respective Commitments. 8.4.2 For the purposes of determining the Value of any Fee Income in the form of Securities, awards, options, warrants or other non-cash consideration, such Value shall be equal to the net cash proceeds thereof as and when such proceeds are received; provided that the Value of any such non-cash Fee Income the Value of which has not been determined on or before the dissolution of the Fund shall be determined on such date by reference to the Value of such Portfolio Company upon such disposition. Such Value shall be disclosed to the Advisory Committee and shall be subject to Section 13.2.5.5.‌ 8.4.3 The reduction of Management Fees described in this Section 8.4 (Management Fee Offset) may be (i) allocated among the Fund Vehicles and other investment entities managed by the General Partner, the Fund Manager or their Affiliates, whether formed prior to, on or after the date hereof which own the same Securities, based on the relative cost basis of each such entity’s interest in the relevant Portfolio Company, and (ii) deducted from the Management Fee otherwise payable by the Fund in the fiscal quarter immediately following the date of receipt of the relevant Fee Income or the calculation of the Value of the relevant non-cash Fee Income pursuant to Section 8.4.2; provided, however, that no such Fee Income shall be allocated to any entity that does not pay a management fee that will be reduced by that entity’s allocable portion of such Fee Income.

Management Fee Offset. ‌ 8.4.1 Each quarterly installment of the Management Fee with respect to each Limited Partner shall be reduced, but not below zero, by an amount equal to such the Limited Partner’s 's pro rata share (based 11 Initial Closing Date may be appropriate for some funds. on its Commitment) of the aggregate amount of Fee Income paid since the preceding Payment Date. To the extent that the Management Fee is not reduced as of any given Payment Date by the amounts referred to in the preceding sentence (or any portion thereof determined with respect to a previous Payment Date and carried over to the current Payment Date pursuant to this sentence) because the Management Fee has been reduced to zero, the excess shall be carried over to the next succeeding Payment Date (and to one or more subsequent Payment Dates) and applied as a reduction of the Management Fee, but not below zero, for such succeeding Payment Date (or a subsequent Payment Date). If on termination of the Fund, any amount of Fee Income remains that has not been applied to reduce the Management Fee pursuant to this Section 8.4 8.5 (Management Fee Offset.), the Fund Manager shall cause such amounts to be paid to the Non- Non-Defaulting Partners (excluding any such Non-Defaulting Partners that have elected by written notice to the General Partner not to received such amounts) pro rata in proportion to their respective Commitments. 8.4.2 . For the purposes of determining the Value of any Fee Income in the form of Securities, awards, options, warrants or other non-cash consideration, such Value shall be equal to the net cash proceeds thereof as and when such proceeds are received; provided that the Value of any such non-cash Fee Income the Value of which has not been determined on or before the dissolution of the Fund shall be determined on such date by reference to the Value of such Portfolio Company upon such disposition. Such Value shall be disclosed to the LP Advisory Committee and shall be subject to Section 13.2.5.5.‌ 8.4.3 13.2(d)(v) (Scope of Authority.). The reduction of the Management Fees Fee described in this Section 8.4 8.5 (Management Fee Offset.) may be (i) allocated among the Fund Vehicles and other investment entities managed by the General Partner, the Fund Manager or their Affiliates, whether formed prior to, on or after the date hereof which of this Agreement that own the same Securities, based on the relative cost basis of each such entity’s 's interest in the relevant Portfolio Company, and (ii) deducted from the Management Fee otherwise payable by the Fund in the fiscal quarter immediately following the date of receipt of the relevant Fee Income or the calculation of the Value of the relevant non-cash Fee Income pursuant to Section 8.4.28.5(b) (Management Fee Offset.); provided, however, that no such Fee Income shall be allocated to any entity that does not pay a management fee that will be reduced by that entity’s 's allocable portion of such Fee IncomeIncome (any such allocable portion of such Fee Income shall be allocated among such other entities).

Management Fee Offset. ‌ 8.4.1 Each quarterly installment of the Management Fee with respect to each Limited Partner shall be reduced, but not below zero, by an amount equal to such Limited Partner’s pro rata share (based 11 Initial Closing Date may be appropriate for some funds. on its Commitment) of the aggregate amount of Fee Income paid since the preceding Payment Date. To the extent that the Management Fee is not reduced as of any given Payment Date by the amounts referred to in the preceding sentence (or any portion thereof determined with respect to a previous Payment Date and carried over to the current Payment Date pursuant to this sentence) because the Management Fee has been reduced to zero, the excess shall be carried over to the next succeeding Payment Date (and to one or more subsequent Payment Dates) and applied as a reduction of the Management Fee, but not below zero, for such succeeding Payment Date (or a subsequent Payment Date). If on termination of the Fund, any amount of Fee Income remains that has not been applied to reduce the Management Fee pursuant to this Section 8.4 (Management Fee Offset), the Fund Manager shall cause such amounts to be paid to the Non- Defaulting Partners (excluding any such Non-Defaulting Partners that have elected by written notice to the General Partner not to received such amounts) pro rata in proportion to their respective Commitments. 8.4.2 For the purposes of determining the Value of any Fee Income in the form of Securities, awards, options, warrants or other non-cash consideration, such Value shall be equal to the net cash proceeds thereof as and when such proceeds are received; provided that the Value of any such non-cash Fee Income the Value of which has not been determined on or before the dissolution of the Fund shall be determined on such date by reference to the Value of such Portfolio Company upon such disposition. Such Value shall be disclosed to the Advisory Committee and shall be subject to Section 13.2.5.5.‌13.2.5.5. 8.4.3 The reduction of Management Fees described in this Section 8.4 (Management Fee Offset) may be (i) allocated among the Fund Vehicles and other investment entities managed by the General Partner, the Fund Manager or their Affiliates, whether formed prior to, on or after the date hereof which own the same Securities, based on the relative cost basis of each such entity’s interest in the relevant Portfolio Company, and (ii) deducted from the Management Fee otherwise payable by the Fund in the fiscal quarter immediately following the date of receipt of the relevant Fee Income or the calculation of the Value of the relevant non-cash Fee Income pursuant to Section 8.4.2; provided, however, that no such Fee Income shall be allocated to any entity that does not pay a management fee that will be reduced by that entity’s allocable portion of such Fee IncomeIncome (and for the avoidance of doubt any such allocable portion of such Fee Income shall be allocated among such other entities).

Management Fee Offset. ‌ 8.4.1 Each quarterly installment of the Management Fee with respect to each Limited Partner shall be reduced, but not below zero, by an amount equal to such Limited Partner’s pro rata share (based 11 Initial Closing Date may be appropriate for some funds. on its Commitment) of the aggregate amount of Fee Income paid since the preceding Payment Date. To the extent that the Management Fee is not reduced as of any given Payment Date by the amounts referred to in the preceding sentence (or any portion thereof determined with respect to a previous Payment Date and carried over to the current Payment Date pursuant to this sentence) because the Management Fee has been reduced to zero, the excess shall be carried over to the next succeeding Payment Date (and to one or more subsequent Payment Dates) and applied as a reduction of the Management Fee, but not below zero, for such succeeding Payment Date (or a subsequent Payment Date). If on termination of the Fund, any amount of Fee Income remains that has not been applied to reduce the Management Fee pursuant to this Section 8.4 (Management Fee Offset), the Fund Manager shall cause such amounts to be paid to the Non- Defaulting Partners (excluding any such Non-Defaulting Partners that have elected by written notice to the General Partner not to received such amounts) pro rata in proportion to their respective Commitments. 8.4.2 For the purposes of determining the Value of any Fee Income in the form of Securities, awards, options, warrants or other non-cash consideration, such Value shall be equal to the net cash proceeds thereof as and when such proceeds are received; provided that the Value of any such non-cash Fee Income the Value of which has not been determined on or before the dissolution of the Fund shall be determined on such date by reference to the Value of such Portfolio Company upon such disposition. Such Value shall be disclosed to the Advisory Committee and shall be subject to Section 13.2.5.5.‌13.2.5.5. 8.4.3 The reduction of Management Fees described in this Section 8.4 (Management Fee Offset) may be (i) allocated among the Fund Vehicles and other investment entities managed by the General Partner, the Fund Manager or their Affiliates, whether formed prior to, on or after the date hereof which own the same Securities, based on the relative cost basis of each such entity’s interest in terest in the relevant Portfolio Company, and (ii) deducted from the Management Fee otherwise payable by the Fund in the fiscal quarter immediately following the date of receipt of the relevant Fee Income or the calculation of the Value of the relevant non-cash Fee Income pursuant to Section 8.4.2; provided, however, that no such Fee Income shall be allocated to any entity that does not pay a management fee that will be reduced by that entity’s allocable portion of such Fee IncomeIncome (and for the avoidance of doubt any such allocable portion of such Fee Income shall be allocated among such other entities).