Carried Interests a. Employee shall be entitled to an allocation of 10% of the total carried interest received by GCM Partners I, L.P. in respect of GCM Grosvenor Strategic Credit, L.P. allocated to all partners (including the general partner), subject to all the terms and conditions set forth in the governing documents of GCM Partners I, L.P. and Employee’s award agreement that will set forth, among other things, the vesting terms applicable to such carried interest allocation award.
Carried Interests. Except as disclosed in the Documents of Title, to its Knowledge based upon an examination of its records, there are no Carried Interests other than Vendor's Carried Interest and the interests of non-consenting owners of drilling rights in the xxxxx who have been integrated under state law;
Carried Interests. A carry is not unique to farmouts and is a common element of joint operating agreements involving a national oil company (NOC) where the contractor entities fund the NOC’s share of joint operating costs during the exploration period. In the context of a farmout, under a carry arrangement, a farmee agrees to pay afarmor’s share the costs associated with the performance of certain joint operations. The carry structure ensures that the consideration payable by the farmee is directly related to, and directly expended on, the costs which will necessarily be incurred to perform the joint operations. This could include the costs associated with conducting seismic or other survey work or of drilling exploration xxxxx or further appraisal works. There are several key factors to be considered by both farmor and farmee when negotiating a carry arrangement:
Carried Interests. The Company hereby gives the Executive a carried interest in all consideration of any kind received by or credited to the Paxsxx Xxxup (i) with respect to any and all programming produced by or for the Company, d/b/a Pax Net, Inc., or its successors and assigns, the production of which is committed to development or placed in development or ordered or committed during the Term of Employment, and (ii) derived from such programming or any rights therein created during or after the Term of Employment, including sequels, subsequent seasons or partial season orders, feature film versions, merchandising, licensing, and revenue, (iii) offset by any returns, refunds, credits, or rebates attributable to the revenue from such programming or rights (the "Carried Interest Revenue"). For programming delivered by broadcast or cable television, the carried interest shall be equal to 5% of the difference of the Carried Interest Revenue less guild or union residuals. For all uses of programming, other than delivery by broadcast or cable television, the carried interest shall be equal to 5% of the difference of the Carried Interest Revenue less the following expenses: (i) guild or union residuals, (ii) other contractually required payments to talent (including producers, directors and the like), (iii) unrelated (to Paxsxx Xxxup) third party distribution fees actually paid to or deducted by independent third parties (including commissions and agency fees), (iv) direct out-of-pocket costs expended by the Paxsxx Xxxup to unrelated third parties to distribute (but not to produce or finance) said programming, and (v) state and local taxes (if any) applicable to the distribution of such programming. This carried interest shall have a perpetual term and shall be nonforfeitable. The Company shall provide to the Executive not less than twice per year, at six month accounting intervals determined by the Company, a detailed accounting of the Carried Interest Revenue and the allowable deductions therefrom, together with payment of the carried interest through the applicable accounting period. Executive shall have the right, not more frequently than annually, to examine the Company's books and records during normal business hours, at the
Carried Interests. For each Hotel acquisition, HHG and Galway shall use their best efforts to obtain the largest Carried Interest possible, given the availability and terms of the debt and equity available for the acquisition. If possible, transactions will be structured to provide the maximum debt and minimum equity such that Galway and HHG can reserve the maximum Carried Interests for themselves, while achieving acceptable operating cash and liquidity for the expected needs of the Ownership Entity. Prior to making a proposal to potential outside investors, Galway and HHG shall discuss the anticipated Carried Interest for the particular Hotel acquisition. The parties recognize that the percentage of Carried Interest with respect to any particular Hotel may be subject to a number of factors, including distressed nature of the property, the capital expenditures that cannot be funded from operating revenues of the Hotel, the recent earnings history of the Hotel and the projected profitability of the Hotel. The tax liability, if any, that may arise from a Carried Interest shall be borne by the respective party owning the Carried Interest. In each acquisition, the Carried Interest shall be a limited liability interest in the Ownership Entity (whether as shareholder, member or limited partner, as the case may be).
