Common use of Adjustment of Percentage Interests Clause in Contracts

Adjustment of Percentage Interests. It is the intent of the Members that DTR's Percentage Interest shall be increased to the extent that API earns an actual Internal Rate of Return over the term of its investment in the Company ("IRR") in excess of thirty-five percent (35%), provided that the adjustment of Percentage Interests shall not alter the voting/management provisions contained in this Agreement. To effect the foregoing, API's estimated IRR on its investment in the Company shall be calculated as of the end of each fiscal year. The calculation of API's estimated IRR shall be based on all actual cash flows received to date and an estimated terminal value of API's Interest based on the book value of the Company determined in accordance with GAAP. If API's estimated IRR as calculated at the end of any fiscal year is greater than thirty-five percent (35%), DTR's Percentage Interest shall be set at the percentage set forth in Appendix A corresponding to such IRR, and API's Percentage Interest shall be correspondingly adjusted. If API's IRR as calculated at the end of any fiscal year is thirty-five percent (35%) or less, DTR's Percentage Interest shall be set at forty percent (40%). Notwithstanding the provisions of Section 5.1 or the adjustments of the respective Percentage Interests pursuant to this Section 5.2, the amount of income allocated to DTR for any fiscal year shall be reduced to the extent that the allocation of such income would result in DTR being allocated a percentage of the Company's income over the term of API's investment in the Company that is greater than the percentage identified in Appendix A which corresponds to API's IRR as of such date. For the purposes of this Section 5.2, "terminal value" means the proceeds from the sale of API's Interest. A final non-estimated calculation of API's IRR shall be calculated, and Percentage Interest calculated thereon, upon the sale, transfer or liquidation by API of its Interest, based on cash flows to date and the actual terminal value of API's Interest.

Adjustment of Percentage Interests. It is the intent of the Members that DTR's Percentage Interest shall be increased to the extent that API earns an actual Internal Rate of Return over the term of its investment in the Company ("IRR") in excess of thirty-five percent (35%), provided that the adjustment of Percentage Interests shall not alter the voting/management provisions contained in this Agreement. To effect the foregoing, API's estimated IRR on its investment in the Company shall be calculated as of the end of each fiscal year. The calculation of API's estimated IRR shall be based on all actual cash flows received to date and an estimated terminal value of API's Interest based on the book value of the Company determined in accordance with GAAP. If API's estimated IRR as calculated at the end of any fiscal year is greater than thirty-five percent (35%), DTR's Percentage Interest shall be set at the percentage set forth in Appendix A corresponding to such IRR, and API's Percentage Interest shall be correspondingly adjusted. If API's IRR as calculated at the end of any fiscal year is thirty-five percent (35%) or less, DTR's Percentage Interest shall be set at forty percent (40%). Notwithstanding the provisions of Section 5.1 or the adjustments of the respective Percentage Interests pursuant to this Section 5.2, the amount of income allocated to DTR for any fiscal year shall be reduced to the extent that the allocation of such income would result in DTR being allocated a percentage of the Company's income over the term of API's investment in the Company that is greater than the percentage identified in Appendix A which corresponds to API's IRR as of such date. For the purposes of this Section 5.2, "terminal value" ,, means the proceeds from the sale of API's Interest. A final non-non- estimated calculation of API's IRR shall be calculated, and Percentage Interest calculated thereon, upon the sale, transfer or liquidation by API of its Interest, based on cash flows to date and the actual terminal value of API's Interest.