Promote Interest definition

Promote Interest is defined in Section 6.3.

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Promote Interest means DDR's right to receive distributions pursuant to Sections 6.2(b)(i), 6.2(c)(i) and 6.2(d)(i).

Promote Interest. The entitlement of the holder(s) to receive distributions pursuant to the Promote Interest Distribution Provisions which exceed the amount which would be distributable to such holder pursuant to such provisions if all such distributions were made to the Partners in proportion to their respective Percentage Interests. As of the Effective Date, Intrawest is the sole holder of the Promote Interest.

Examples of Promote Interest in a sentence

• The Class A Limited Partner is not required and will not be required to make any Capital Contributions to the Partnership with respect to the Promote Interest.

• In the event of a Member’s (or Special Member’s) breach of any of the Covenants, as determined by the Managing Member, such breaching Member (or Special Member and, as applicable, any Substitute Member to which such Member’s Promote Interest was transferred) shall forfeit, without consideration, the Promote Interest and any rights in respect thereof, and such Member shall repay, on demand by such Managing Member, the gross amount of any distributions paid to such Member or such Substitute Member.

• An amount, determined from time to time with respect to Intrawest of the Promote Interest equal to (1) the aggregate amounts previously distributed to Intrawest of the Promote Interest as a Promote Value Prepayment, reduced by (2) the aggregate amounts distributable to Intrawest in respect of the Promote Interest pursuant to the Promote Interest Distribution Provisions in any Fiscal Period to the extent such amounts were offset by prior Promote Value Prepayments.

• The provisions of Sections 5.1(a)(v) and 5.1(b)(v) which provide for distributions to be made with respect to the Promote Interest.

• Assuming that a Partial Promote Buyout has not previously occurred, Intrawest will be entitled to all distributions made with respect to such Promote Interest.

• In the event that it is determined that the BRT Member and REIT Management have received an amount which exceeds the amount to which they are entitled as the Promote Interest through such Annual Clawback Determination Date, the BRT Member will be required to pay on behalf of itself and REIT Management the Net Clawback Amount to the TL Member or, in the TL Member’s discretion, to the Company for distribution to the TL Member, as of such Annual Clawback Determination Date.

• In the event the Member does not provide its fully executed Guaranty Agreement when and as required by RMR, any corresponding Promote Interest purportedly issued to the Member shall be null and void.

• The Member has either (a) consulted, and has been fully advised by, the Member’s own tax advisor, regarding the federal, state and local tax consequences of acquiring a Promote Interest, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Code, and pursuant to the corresponding provisions, if any, of applicable state laws; or (b) has knowingly chosen not to consult a tax advisor.

• The Promote Interest percentages (i.e., 5% and 15%) will not be reduced as a result of any Partner making any Initial Capital Contribution, Capital Contribution pursuant to the Capital Commitments, or Additional Capital Contributions or the admission of any Partner, unless approved in writing by the Class A Limited Partner.

• The Member acknowledges and agrees that each Promote Interest received in respect of each Portfolio Investment is subject to adjustment as set forth in Section 2 of this Participation Agreement and in Section 3.2(f) of the LLC Agreement.

More Definitions of Promote Interest

Promote Interest means, collectively, any amounts distributed to the BRT Member and REIT Management pursuant to Sections 7.01(a)(iv), (a)(v) and (a)(vi) in excess of 20% of the amount to be distributed thereto pursuant to such Sections.

Promote Interest means, with respect to any Venture Entity, the portion (if any) of the membership (or analogous) interest in such Venture Entity that entitles the holder thereof to distributions and allocations in excess of the product of (i) the Percentage Interest of the member (or analogous interest holder) owning such interest and (ii) the total distributions and allocations of such Venture Entity. The Promote Interest for any Venture Entity shall include the difference (whether positive or negative) of (x) the capital account balance of the holder of the Promote Interest and (y) the product of (A) the Percentage Interest of the member (or analogous interest holder) owning such interest and (B) the total aggregate capital account balances of such Venture Entity.

Promote Interest means the promote or carried interest in respect of each Fund, as more fully described in the applicable Fund Agreements.

Promote Interest means an Interest consisting of the right to receive a share of in the Promote Available Net Cash Flow in respect of any Portfolio Investment, in each case, as set forth in such Member’s Participation Agreement as it may be amended from time to time consistent with this Agreement.