Performance Allocations definition
Examples of Performance Allocations in a sentence
If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Allocations in that calendar year will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains.
If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year a Special Limited Partner is entitled to less than the previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Allocations in that calendar year will be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains.
If a Quarterly Allocation is made and at the end of a subsequent calendar quarter in the same calendar year the Special Limited Partner is entitled to less than the aggregate amount of all previously received Quarterly Allocation(s) (a “Quarterly Shortfall”), then subsequent distributions of any Quarterly Allocations or year-end Performance Allocations in that calendar year shall be reduced by an amount equal to such Quarterly Shortfall, until such time as no Quarterly Shortfall remains.
Each Partner’s Partnership Interest will be entitled to varying percentages, including zero percent, of the Net Profits and Net Losses from a Capital Event, Net Profits and Net Losses from Performance Allocations and Net Profits and Net Losses from Invested Capital (each, a “Profits Pool”).
As of the close of each Performance Allocation Date, the Capital Account of each Member shall be tentatively determined without regard to the Performance Allocations (if any) to be made as of such date, the Performance Allocations (if any) shall be assessed as provided in Section 8.1(b), and the final Capital Accounts as of such date shall be determined.
For the avoidance of doubt, any waivers, offsets or reductions of Management Fees or Performance Allocations shall not impact the calculation or distribution of the Asset Based Special Distributions or the Performance-Based Special Allocations absent the prior written consent of the Strategic Investor.
Consistent with this approach, the Fund Manager receive will not any Performance Allocations with respect to any Private Equity Investments until a “Recognition Event” occurs with respect thereto.
Should the Company at any time in the future elect to be treated as a corporation for Federal tax purposes (such an election to be a “Tax Transition”), upon the effectiveness of such Tax Transition no further Performance Allocations shall be so credited.
Without limitation on the preceding sentence, except to the extent that such action constitutes Material Misconduct, an Indemnified Party shall not be liable to the Company or to any Member in consequence of voting for, approving, or otherwise participating in the repurchasing the Member Interests of a Member or making of a distribution by the Company (including Development Period Carried Interest or distributions in respect of Performance Allocations).
Terms may differ according to the Management Fee and Performance Allocations charged, loss carryforwards, withdrawal fees, minimum and maximum Capital Contribution amounts, permitted subscription and withdrawal privileges or minimum Capital Account balances and in other respects in the sole and absolute discretion of the General Partner.