IP Limited Partners definition
Examples of IP Limited Partners in a sentence
Carry Distributions not made to the Sponsor Partner or the IP Limited Partners shall be made to the Residual Limited Partner.
The General Partner, in its discretion, is permitted to make adjustments, including retroactive adjustments, to the allocations of Carry Profit and Carry Loss so that, on an aggregate basis the Carry Accounts of the IP Limited Partners more closely match the aggregate rights of the IP Limited Partners to receive Carry Distributions or to make clawback payments as provided in Article IV of the Agreement.
The IP Limited Partners as a group shall receive a portion of Carry Distributions, which portion shall not exceed the aggregate Carry Percentages of the IP Limited Partners, but which may be reduced by the vesting and other provisions in Appendix B hereto.
If the amount of Carry Distributions to be made to the IP Limited Partners as a group is insufficient to reduce the positive Carry Account balances of all IP Limited Partners to zero, then Carry Distributions made to the IP Limited Partners as a group will be made pro rata among the IP Limited Partners based on their relative Carry Account balances.
If the amount of Carry Distributions to be made to the IP Limited Partners exceeds the aggregate positive Capital Account balances of the IP Limited Partners, such excess shall be distributed among the IP Limited Partners in the manner that the General Partner determines most appropriately reflects the IP Limited Partners’ relative Carry Percentages (as adjusted by the Vested Percentages) in the Program Assets giving rise to the Carry Distributions.
For the avoidance of doubt, any reductions in Carry Distributions to the IP Limited Partners pursuant to the vesting provisions set forth in Appendix B hereto shall accrue to the benefit of the Residual Partner.
Solely for purposes of determining an IP Limited Partner’s Carry Account, the General Partner may, upon the admittance of a new Carried Interest Partner or at any other time, deem there to have been a Realization of one or more Program Assets at the Fair Market Value at such time of such Program Asset, in which case the deemed Carry Profit or Carry Loss derived from such deemed Realization shall be allocated among the IP Limited Partners and charged to the Carry Accounts of the IP Limited Partners.