Profits Interest definition

Profits Interest means an interest in the Company that is intended to be classified as a profits interest within the meaning of Internal Revenue Service Revenue Procedure 93-27 and 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the Internal Revenue Service or other Law) for U.S. federal income tax purposes, including the Class C Common Incentive Units.

Profits Interest has the meaning given such term in Section 3.4(b).

Profits Interest has the meaning set forth in Section 3.08(a).

Examples of Profits Interest in a sentence

• Except as modified by this Agreement (including, without limitation, Section 9(j) hereof), the Restrictive Covenant Agreement, the Incentive Profits Interest Unit Award Agreement by and between GIP III Zephyr Management Partners, L.P. and Executive dated August 31, 2018 and Executive’s participation in the Carry Program (such agreements and program collectively referred to herein as the “Other Programs”), remain in effect in accordance with their terms.

• The Partnership and each Partner agree that the Profits Interest of the General Partner shall be treated as a tax-free “profits interest” within the meaning of Rev.

• The management fee, including the Deferred Management Fee but excluding the Profits Interest, shall be treated as a guaranteed payment under Section 707(c) of the Code for tax purposes and deducted by the Partnership in determining Partnership net income.

• Distributions that are not made with respect to a Class C Profits Interest pursuant to this clause shall instead be distributed to the other Members pursuant to Section 5.02 hereof.

• If a portion of a distribution would cause a Class C Profits Interest’s Participation Threshold to be reduced to zero, such Class C Profits Interest shall be entitled to distributions on the portion of such distribution after such Participation Threshold is reduced to zero.

More Definitions of Profits Interest

Profits Interest means an interest in the future profits of the Company satisfying the requirements for a partnership profits interest transferred in connection with the performance of services, as set forth in IRS Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing Revenue Procedures.

Profits Interest means an interest in the future profits of the Company satisfying the requirements for a partnership profits interest transferred in connection with the performance of services, as set forth in IRS Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing Revenue Procedures; provided that all Members, whether parties hereto as of the date hereof or admitted after the date hereof, consent to the Company taking all actions, including amending this Agreement, to the extent necessary or appropriate to cause any interest designated by the Managing Member as a “profits interest” to be treated as Profits Interests for all United States federal income tax purposes, to be valued based on liquidation value or similar principles and to permit allocations of income to be made to such Members to be respected even if such Interests are subject to risk of forfeiture, including any action required by the Company under Revenue Procedure 2001-43, unless superseded by Notice 2005-43, in which case, such consent shall allow the Company to take any and all actions as may be necessary or desirable pursuant to such notice, final or temporary regulations that may be promulgated to bring into effect the Proposed Treasury Regulations (Prop. Treas. Reg. §§ 1.83-3, 1.704-1, 1.706-3, 1.707-1, 1.721-1, 1.761-1) set forth in the notice of proposed rulemaking (REG–105346–03), and any similar or related authority.

Profits Interest has the meaning set forth in Section 5.8.

Profits Interest means that portion of the company's profits to be allocated to an

Profits Interest. Each Member's (or Transferee's) percentage interest (carried to the nearest one-thousandth of a percent, if other than an even percentage), in the Profits of the Company, determined under Section 5.2.

Profits Interest has the meaning ascribed to that term in Section 6.1(d)(i).

Profits Interest means an interest in the profits of the Partnership satisfying the requirements for a partnership interest transferred in connection with the performance of services, as set forth in IRS Revenue Procedure 93-27, 19932 C.B. 343 (June 6, 1993) and IRS Revenue Procedure 2001-43, 2001-2 C.B. 191 (Aug. 3, 2001), unless superseded by IRS Notice 2005-43, 2005-24 I.R.B. 1221 (May 20, 2005), in which case, as set forth in Proposed Treasury Regulations Section 1.83-3(l), Notice 2005-43 and any similar or related authority.