Offshore Series Clause Samples

Offshore Series. Distributable Proceeds of the Offshore Series shall be (A) distributed to the Members of the Offshore Series (in each case in their respective capacities as members of the Offshore Series), and (B) paid to the Onshore Series (in its capacity as a non-member of the Offshore Series), for distribution by the Onshore Series to the Common Members (in each case in their respective capacities as members of the Onshore Series) in proportion to their respective Common Interests, in the following amounts and order of priorities: (i) First, to the Investor Members in proportion to and to the extent of each such Member’s Unreturned Capital Contributions to the Offshore Series; (ii) Second, to the Investor Members in proportion to and to the extent of each such Member’s Preferred Return with respect to the Offshore Series; (iii) Third, fifty percent (50%) to the Investor Members in proportion to their respective Investor Interests and fifty percent (50%) to the Onshore Series until, on a cumulative basis, the Onshore Series has received aggregate payments under this clause (iii) equal to the product of (A) the Management Incentive Fee Percentage and (B) the aggregate distributions made by the Offshore Series to the Investor Members as Preferred Return pursuant to the foregoing clause (ii) and made by the Offshore Series to the Investor Members of the Offshore Series pursuant to this clause (iii); and (iv) Thereafter, any remaining Distributable Proceeds shall be divided as follows: (1) an amount equal to the product of (A) the Management Incentive Fee Percentage and (B) the amount of such remaining Distributable Proceeds shall be paid to the Onshore Series; and (2) the balance shall be distributed to the Investor Members in proportion to their respective Investor Interests.