Carried Interest Participation Agreement definition

Carried Interest Participation Agreement has the meaning set forth in the Recitals.
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Carried Interest Participation Agreement means that certain Carried Interest Participation Agreement, dated July 17, 2020, by and among Colony DCP (CI) Bermuda, LP, Colony DCP (CI) GP, LLC, DBOC, DigitalBridge, Wafra Participation Entity and Wafra S in its capacity as the “Wafra Representative.”
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Carried Interest Participation Agreement means that certain Carried Interest Participation Agreement to which this Annex is attached.
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Examples of Carried Interest Participation Agreement in a sentence

  • For the avoidance of doubt, the allocations of Company items of income, gain, deduction, loss or credit are intended to achieve the economic arrangement between the Partners as contemplated by Section 2(a) of the Amended and Restated Carried Interest Participation Agreement.

  • The economic arrangement among the Parties hereto in respect of the Carried Interest is embodied in the Amended and Restated Carried Interest Participation Agreement and this Annex shall not be construed in a manner that is contrary to such arrangement, it being understood that this Annex shall govern solely the tax consequences and tax related matters of such arrangement.

  • Any termination of the Amended and Restated Carried Interest Participation Agreement or Transfer of any Party’s rights and obligations under the Amended and Restated Carried Interest Participation Agreement shall not affect the continuing application of the provisions of this Annex, and those provisions providing for the resolution of all matters regarding U.S. federal income tax reporting.

  • Except in respect of the applicable portions of Fee Revenue and Balance Sheet Management Proceeds in which Buyer does not participate with respect to (a) Excluded Assets or (b) any Joint Venture Management Entity (as defined in the Carried Interest Participation Agreement), NewCo (Carry) owns directly or indirectly 100% of the equity interests in each Person that receives or is entitled to receive Carried Interest.

  • Seller and Purchaser acknowledge that the transfer of the Wafra B Purchased Interest from Seller to Purchaser is subject to the execution and delivery of the Transfer Document and the transfer of Carried Interest (as defined in the Carried Interest Participation Agreement as in effect on the date hereof) described in clauses (d) and (e) of this Section 2.1 is subject to the execution and delivery of the Amended and Restated Carried Interest Participation Agreement.

  • The parties hereto agree that Purchaser will be treated as the purchaser of the Wafra B Purchased Interest for U.S. federal (and applicable state and local) income Tax purposes, and the Tax treatment relating to the Carried Interest will be governed by the Amended and Restated Carried Interest Participation Agreement.

  • In the event of any conflicts between the terms of this Agreement and/or the Carried Interest Participation Agreement, on the one hand, and the Digital Colony Fund I Fund Documentation, Fund I Specified Investment Agreement and/or the Purchaser Side Letter, on the other hand, the provisions of Section 4 of this Agreement and Section 9 of the Carried Interest Participation Agreement shall prevail with respect to the Transfer of any Sponsor Commitments and Identified Sponsor Commitments.

  • Any termination of the Carried Interest Participation Agreement or Transfer of any Party’s rights and obligations under the Carried Interest Participation Agreement shall not affect the continuing application of the provisions of this Annex, and those provisions providing for the resolution of all matters regarding U.S. federal income tax reporting.

  • For the avoidance of doubt, the allocations of Company items of income, gain, deduction, loss or credit are intended to achieve the economic arrangement between the Partners as contemplated by Section 2(a) of the Carried Interest Participation Agreement.

  • The economic arrangement among the Parties hereto in respect of the Carried Interest is embodied in the Carried Interest Participation Agreement and this Annex shall not be construed in a manner that is contrary to such arrangement, it being understood that this Annex shall govern solely the tax consequences and tax related matters of such arrangement.


More Definitions of Carried Interest Participation Agreement

Carried Interest Participation Agreement has the meaning set forth in the Investment Agreement.
Sample 1
Carried Interest Participation Agreement means that certain Carried Interest Participation Agreement, dated as of the Series 2021-1 Closing Date, between Holdings 2 (as indirect assignee of the Parent) and CFI RE HoldCo, LLC, a Delaware limited liability company.
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Related to Carried Interest Participation Agreement

  • Applicable Participation Agreement Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Participation Agreements as defined in this Trust Supplement are the "Note Purchase Agreements" referred to in the Basic Agreement.

  • Participation Agreement means, with respect to each Indenture, the "Participation Agreement" referred to therein.

  • Funding Agreements means all or any of the agreements or instruments to be entered into by a Project Service Provider or any of their Associates relating to the financing of its business of providing services pursuant to the terms of any Project Agreements, excluding always the Project Agreements themselves;

  • Commitment Agreement means the written agreement that may be required at EDTI’s sole discretion between a Customer and EDTI whereby the Customer both authorizes the design and construction of new or expanded Facilities and agrees to pay all cancellation costs if the project is cancelled or if the Customer fails to sign an Electric Service Agreement prior to the energization of the new or expanded Facilities;

  • Interest Protection Agreement of any Person means any interest rate swap agreement, interest rate collar agreement, option or futures contract or other similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in interest rates with respect to Indebtedness.

  • Repayment Agreement means an agreement

  • Swingline Participation Amount as defined in Section 2.7(c).

  • Swing Line Loan Participation Certificate a certificate in substantially the form of Exhibit I.

  • Intercompany Advance Agreement The Intercompany Advance Agreement, dated as of September 11, 2009, between Ally Bank and Ally Auto, as amended, supplemented or modified from time to time.

  • Commitment Transfer Supplement means a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in the form of Exhibit R (appropriately completed) executed and delivered in accordance with Section 2.14.

  • Funding Loan Agreement means this Funding Loan Agreement, of even date herewith, by and among the Funding Lender, the Governmental Lender and the Fiscal Agent, as it may from time to time be supplemented, modified or amended by one or more funding loan agreements, indentures or other instruments supplemental hereto entered into pursuant to the applicable provisions hereof.

  • Incremental Facility Agreement means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Lenders, establishing Incremental Term Loan Commitments of any Series or Incremental Revolving Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.20.

  • Relevant Funding Agreements means the agreement or agreements entered into by the Company and the Secretary of State under section 1 of the Academies Act 2010 for the establishment of each Academy, including any variation or supplemental agreements thereof;

  • Lender Participation Notice has the meaning specified in Section 2.05(d)(iii).

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

  • Swing Line Participation Amount as defined in Section 2.7.

  • Co-Lender Agreement With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s), as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender Agreement exists with respect to each Loan Combination as of the Closing Date.

  • L/C Participation shall have the meaning provided in Section 3.3(a).

  • Credit Enhancement Agreement means the Agreement among the Sellers, the Master Servicer, the Trustee and the Credit Enhancement Provider with respect to the Credit Enhancement.

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

  • Project Funding Agreement means an agreement in the form of Schedule E that incorporates the terms of this Agreement and enables the Funder to provide one-time or short term funding for a specific project or service that is not already described in the Schedules;

  • Modified Commitment Transfer Supplement shall have the meaning set forth in Section 16.3(d) hereof.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Participation Certificate means the original participation certificate, if any, that was executed and delivered in connection with a Participation Interest.