Adviser Return Obligation. Each time the Company requires the Unitholders to make a return of distributions pursuant to 11.4 of the LLC Agreement, and after the Company has made its final distribution of assets pursuant to 9.2 of the LLC Agreement (a “Member Recall”), if the Adviser has received aggregate payments of Incentive Fee in excess of the Adviser Target Amount (defined below) as of such time, then the Adviser shall return to the Company in cash, in the case of a Member Recall at the same time the Members return such distributions, and otherwise on or before the 90th day after such final distribution of assets by the Company, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event shall the Adviser Return Obligation exceed an amount greater than the aggregate amount of Incentive Fee payments previously received by the Adviser from the Company reduced by the excess (if any) of (a) the aggregate federal, state and local income tax liability the Adviser incurred in connection with the payment of such Incentive Fees (assuming the highest marginal applicable federal and New York City and State income tax rates applied to such payments), over (b) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation (assuming that, to the extent such payments are deductible by the Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and New York City and State income tax rates), as reasonably determined by the Adviser. The Adviser Return Obligation shall be recomputed to take into account any post-liquidation returns of distributions made by Members pursuant to 11.4 of the LLC Agreement, and any additional Adviser Return Obligation triggered by such post-liquidation returns shall be made by the Adviser contemporaneously with such post-liquidation returns by the Members.
Adviser Return Obligation. As set forth in the Advisory Agreement, each time the Company requires the Members to make a return of distributions pursuant to 11.4 (a “Member Recall”) and after the Company has made its final distribution of assets pursuant to 9.2, if the Adviser has received aggregate distributions of Incentive Fee in excess of the “Adviser Target Amount” (as defined in the Advisory Agreement) as of such time, then the Adviser shall be required to return to the Company in cash, in the case of a Member Recall at the same time the Members return distributions pursuant to 11.4, and otherwise on or before the 90th day after such final distribution of assets by the Company, an amount equal to such excess, but subject to the limitations set forth in the Advisory Agreement (such obligation, the “Adviser Return Obligation”). In no event shall the Adviser Return Obligation be enforceable for the benefit of any Person other than the Adviser and the holders of Units, their successors and their assigns.
Adviser Return Obligation. As set forth in the Advisory Agreement, each time the Company requires the Members to make a return of distributions pursuant to 11.4 (a “Member Recall”) and after the Company has made its final distribution of assets pursuant to 9.2, if the Adviser has received aggregate distributions of Incentive Fee in excess of the “Adviser Target Amount” (as defined in the Advisory Agreement) as of such time, then the Adviser shall be required to return to the Company in cash, in the case of a Member Recall at the same time the Members return distributions pursuant to 11.4, and otherwise on or before the 90th day after such final distribution of assets by the Company, an amount equal to such excess, but subject to the limitations set forth in the Advisory Agreement (such obligation, the “Adviser Return Obligation”). In
Adviser Return Obligation. After the Company has made its final distribution of assets pursuant to 9.2 of the LLC Agreement, if the Adviser has received aggregate payments of Incentive Fee in excess of the Adviser Target Amount (defined below) as of such time, then the Adviser shall return to the Company in cash, on or before the 90th day after such final distribution of assets by the Company, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event shall the Adviser Return Obligation exceed an amount greater than the aggregate amount of Incentive Fee payments previously received by the Adviser from the Company reduced by U.S. federal and state income taxes paid on account of the receipt of such Incentive Fee payments, as reasonably determined by the Adviser. The Adviser Return Obligation shall be recomputed to take into account any post-liquidation returns of distributions made by Members pursuant to 11.4 of the LLC Agreement, and any additional Adviser Return Obligation triggered by such post-liquidation returns shall be made by the Adviser contemporaneously with such post-liquidation returns by the Members.
Adviser Return Obligation. Each time the Company requires its Members to make a return of distributions pursuant to 11.4 of the LLC Agreement (a “Member Recall”) and upon a final distribution of the Company’s assets pursuant to 9.2 of the LLC Agreement, if the Adviser has received aggregate payments of Incentive Fee in excess of the Adviser Target Amount (defined below) as of such time, then the Adviser shall return to the Company in cash, in the case of a Member Recall at the same time the Members return distributions pursuant to 11.4 of the LLC Agreement, and otherwise on or before the 90th day after such final distribution of assets by the Company, an amount equal to such excess (the “Adviser Return Obligation”). Notwithstanding the preceding sentence, in no event shall the Adviser Return Obligation exceed an amount greater than the aggregate amount of Incentive Fee payments previously received by the Adviser from the Company reduced by the excess (if any) of (1) U.S. federal and state income taxes paid on account of the receipt of such Incentive Fee payments (assuming the highest marginal applicable federal and NY city and state income tax rates applied to such payments), over (2) an amount equal to the U.S. federal and state tax benefits available to the Adviser by virtue of the payment made by the Adviser pursuant to its Adviser Return Obligation (assuming that, to the extent such payments are deductible by the Adviser, the benefit of such deductions will be computed using the then highest marginal applicable federal and NY city and state income tax rates).
Adviser Return Obligation. As set forth in the Advisory Agreement, after the Company has made its final distribution of assets pursuant to 9.2, if the Adviser has received aggregate distributions of Incentive Fee in excess of the of the “Adviser Target Amount” (as defined in the Advisory Agreement) as of such time, then the Adviser shall be required to return to the Company in cash, on or before the 90th day after such final distribution of assets by the Company, an amount equal to such excess, but subject to the limitations set forth in the Advisory Agreement (such obligation, the “Adviser Return Obligation”). In no event shall the Adviser Return Obligation be enforceable for the benefit of any Person other than the Adviser and the holders of Units, their successors and their assigns.
