Return Threshold Sample Clauses

Return Threshold. (a) For purposes of the Operating Agreement, the Incentive Units issued hereunder shall each have a return threshold (the “Return Threshold”) which shall be met so long as at the applicable time of determination the Investor Cash Inflows and Investor Cash Outflows provide for the Investor to achieve an IRR equal to (or greater than) the percentage set forth for each class of Incentive Units as follows: Class of Units IRR Class B Units 10 % Class C Units 20 % Class D Units 30 % Class E Uxxxx 00 % (b) Notwithstanding anything in this Agreement or in the Operating Agreement to the contrary, the Company shall not make any distributions with respect to the Incentive Units unless and until the aggregate Distributions made to the Investor (and its successors) in respect to the Class A Units that are held by the Investor as of the date hereof exceed $122,473,038 (the “Distribution Threshold”), provided that, as soon as the Distribution Threshold is achieved, any subsequent distributions by the Company shall be made in a manner such that, to the nearest extent possible, the cumulative distributions made with respect to all Units (including the Incentive Units issued hereunder) equals the cumulative distributions that would have been made with respect to all Units (including the Incentive Units issued hereunder) in the absence of this Section 3(b). The intent of the limitation set forth in this Section 3(b) is to cause the Incentive Units issued hereunder to constitute “profits interests” within the meaning of Internal Revenue Service Revenue Procedure 93-27, and the terms of this Section 3(b) shall be interpreted in a manner consistent with such intent. Notwithstanding the foregoing, the holders of the Incentive Units shall be entitled to receive Tax Distributions (as defined in the Operating Agreement) pursuant to Section 5.10 of the Operating Agreement without regard to the provisions of this Section 3(b). Nothing in this Section 3(b) shall affect or limit the ability of the Company to make distributions to its members generally.
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Return Threshold. For purposes of the Operating Agreement, the Class Y Units issued hereunder shall have a return threshold (the “Return Threshold”) which shall be met following such time as the Interest Holders shall have received Distributions in respect of their Units following the date of this Agreement pursuant to the Operating Agreement equal to $25,000,000 in the aggregate, such that the holder of such Class Y Units shall be entitled to participate in Distributions on a pro rata basis with the holders of all other Units entitled to receive Distributions after total Distributions made by the Company following the date of this Agreement exceed $25,000,000.
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Return Threshold. The Management Incentive Unit Return Threshold that applies to this Award is equal to such amount as reflects a Fair Market Value per Class A Unit outstanding as of the date hereof of $23.93, as determined in accordance with the LLC Agreement. For the avoidance of doubt, in applying the distribution provisions of Section 5 of the LLC Agreement, Participant will share in distributions with respect to each Management Incentive Unit subject to this Award only to the extent that the amounts distributable pursuant to Section 5 exceed such Management Incentive Unit Return Threshold.
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Return Threshold. For purposes of the Operating Agreement, the Class Z Units issued hereunder shall have a return threshold (the “Return Threshold”) which shall be met following such time as the Interest Holders shall have received Distributions in respect of their Units following the date of this Agreement pursuant to the Operating Agreement equal to $150,959,187 in the aggregate, such that the holder of such Class Z Units shall be entitled to participate in Distributions on a pro rata basis with the holders of all other Units entitled to receive Distributions after total Distributions made by the Company following the date of this Agreement exceed $150,959,187.
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Related to Return Threshold

  • Threshold Neither the Seller nor the Purchaser shall be required to make any indemnification payment pursuant to Section 8.1 or 8.2, respectively, until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by an Indemnified Party, or to which an Indemnified Party has or otherwise becomes subject to, exceeds $50,000 in the aggregate. At such time as the total amount of such Damages exceeds $50,000 in the aggregate, the Indemnified Party shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding $50,000).

  • Emergency Thresholds The following matrix presents the emergency thresholds that, if reached by any of the services mentioned above for a TLD, would cause the emergency transition of the Registry for the TLD as specified in Section 2.13 of this Agreement. DNS Service (all servers) 4-hour total downtime / week DNSSEC proper resolution 4-hour total downtime / week EPP 24-hour total downtime / week RDDS (WHOIS/Web-based WHOIS) 24-hour total downtime / week Data Escrow Breach of the Registry Agreement as described in Specification 2, Part B, Section 6.

  • Collateral Threshold If the Parties have in place between them an Edison Electric Institute Master Power Purchase and Sale Agreement, and have selected Collateral Threshold Applicable under EEI on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Termination Payment under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have in place between them an ISDA Master Agreement with Credit Support Annex, and have selected Collateral Threshold Applicable under ISDA on the Cover Sheet, then, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party hereunder will be included in the calculation of each Party’s Exposure under (and as defined in) such agreement, and an event of default under such agreement will be an Event of Default hereunder and an Event of Default hereunder will be an event of default under such agreement. If the Parties have elected either of the two foregoing options but at any time do not have in effect between them the referenced other agreements, or such referenced agreements do not provide for the exchange of margin or collateral thresholds, or if the Parties have selected Collateral Threshold Applicable Standalone on the Cover Sheet, if at any time and from time to time, notwithstanding whether an Event of Default has occurred, the Termination Payment that would be owed to by a Party plus that Party’s Independent Amount, if any, exceeds the Collateral Threshold specified, then the Party to whom such amount would be owed, on any Business Day, may request that owing Party to provide Performance Assurance in an amount equal to the amount of such excess, less any Performance Assurance already posted. Such Performance Assurance will be provided within three Business Days of the date of request. On any Business Day, but no more frequently than weekly with respect to letters of credit and daily with respect to cash, if there has been a reduction in the amount of such excess, the posting Party may request that such Performance Assurance be reduced correspondingly by the amount of such excess, if any. Failure to provide such Performance Assurance to the requesting Party within three Business Days of request is an Event of Default. For purposes of this Section, the Termination Payment will be calculated pursuant to Article 5 by the requesting Party as if the posting Party had defaulted and all outstanding Transactions had been liquidated, even if that is not actually the case, and in addition thereto, and include the net amount of all amounts owed but not yet paid between the Parties, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. A Party holding Performance Assurance in the form of cash posted by the other Party will pay the posting Party interest on such cash, monthly, at the Federal Funds rate of interest.

  • Return Amount Subject to Paragraph 3 and Paragraph 4, upon a demand made by the Transferor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Transferee’s Minimum Transfer Amount, then the Transferee will transfer to the Transferor Equivalent Credit Support specified by the Transferor in that demand having a Value as of the date of transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 11(b)(iii)(D)) and the Credit Support Balance will, upon such transfer, be reduced accordingly. Unless otherwise specified in Paragraph 11(b), the “Return Amount” applicable to the Transferee for any Valuation Date will equal the amount by which: (i) the Value as of that Valuation Date of the Transferor’s Credit Support Balance (adjusted to include any prior Delivery Amount and to exclude any prior Return Amount, the transfer of which, in each case, has not yet been completed and for which the relevant Settlement Day falls on or after such Valuation Date). exceeds (ii) the Credit Support Amount.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • Applicable Expense Limit To the extent that the ordinary operating expenses incurred by the Fund in any fiscal year, including but not limited to investment advisory fees of the Advisor, but excluding interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business (“Fund Operating Expenses”), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the “Excess Amount”) shall be the liability of the Advisor to the extent set forth in this Agreement.

  • Expense Limit Contractor shall not invoice the JBE, and the JBE has no obligation to reimburse Contractor, for expenses of any type that exceed in the aggregate the amount of: $[Dollar amount] for the Initial Term and $[Dollar amount] for the Option Term.

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains the existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation. 2. If the employee chooses to vacate the position or does not meet the skills and abilities requirements of the position, the layoff procedure specified in Article 31 of this Agreement applies.

  • Maximum Annual Operating Expense Limit The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

  • Return to Duty Testing Any employee who has tested positive on a drug and/or alcohol test, and who was afforded the opportunity to return to work, must test negative for drugs and/or alcohol and be evaluated and released to duty by the Substance Abuse Professional before returning to work.

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