DEFINITION AND CALCULATION OF IRR DEFICIENCY Clause Samples
The 'Definition and Calculation of IRR Deficiency' clause establishes how to determine whether the internal rate of return (IRR) for an investment or project falls short of a specified target. It typically outlines the formula or methodology for calculating the IRR, identifies the relevant cash flows and time periods, and specifies the benchmark IRR that must be met. This clause is essential for objectively measuring performance shortfalls and can trigger remedial actions or financial adjustments if the IRR deficiency is identified, thereby protecting stakeholders' interests and ensuring accountability.
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DEFINITION AND CALCULATION OF IRR DEFICIENCY. With respect to the applicable IRR Rate, the “IRR Deficiency” as of any particular date means the amount by which (1) the future value as of such date at such IRR Rate, compounded quarterly, of all Contributions made on or before such date (which shall include both such Contributions themselves and a quarterly compounded return on such Contributions using such IRR Rate), exceeds (2) the future value (as of such date) at such IRR Rate, compounded quarterly, of all Distributions for such IRR Rate (excluding, however, any Distribution to be made on such date and with respect to which such calculation is being made) made on or before such date (which shall include both such Distributions themselves and a quarterly compounded return on such Distributions using such IRR Rate). The “*** IRR Deficiency” is the IRR Deficiency using an IRR Rate of *** per annum, and the “*** IRR Deficiency” is the IRR Deficiency using an IRR Rate of *** per annum.
DEFINITION AND CALCULATION OF IRR DEFICIENCY. With respect to the applicable IRR Rate, the “IRR Deficiency” as of any particular date means the amount by which (1) the future value as of such date at such IRR Rate of all Contributions made on or before such date (which shall include both such Contributions themselves and a monthly compounded return on such Contributions using the applicable IRR Rate), exceeds (2) the future value (as of such date) at the applicable IRR Rate of all Distributions (excluding, however, any Distribution to be made on such date with respect to which such calculation is being made) made on or before such date (which shall include both such Distributions themselves and a monthly compounded return on such Distributions using the applicable IRR Rate). Accordingly, (i) the “9.25% IRR Deficiency” is the IRR Deficiency using the 9.25% IRR Rate and (ii) the “10.5% IRR Deficiency” is the IRR Deficiency using the 10.5% IRR Rate. An example of this calculation is attached hereto as Schedule 1. • Limited Liability Company Agreement of Cedar-Fieldstone, LLC, made by Cedar-Fieldstone SPE, LLC, dated as of November 9, 2005. • Amended and Restated Limited Liability Company Agreement of Cedar-Pennsboro, LLC, made by Cedar Shopping Centers Partnership, L.P., dated as February 13, 2006. • Limited Liability Company Agreement of Cedar-Stonehedge, LLC made by Cedar Shopping Centers Partnership, L.P., dated as of July ___, 2006 • Limited Liability Company Agreement of Cedar Hershey, LLC made by Cedar Shopping Centers Partnership, L.P., dated as of September 21, 2004 LIMITED PARTNERSHIP AGREEMENT OF [_____________________], LP1 This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of [_____________________], LP (the “Partnership”) is made and entered into to be effective for all purposes as of the date of conversion of the Partnership from being a limited liability company to being a limited partnership on [_____________________], 2007 by [_____________________] GP, LLC, a Delaware limited liability company (“Cedar GP”), as the sole general partner (“General Partner”), [INSERT APPROPRIATE WHOLLY OWNED CEDAR ENTITY] (“Cedar LP”), as the sole limited partner, and such other persons as may from time to time be admitted as partners of the Partnership in accordance with the terms of this Agreement and the Delaware Act (as that term is hereinafter defined). As used in this Agreement, the term “Partner” (whether one or more) shall mean Cedar GP, Cedar LP and any other persons or entities admitted as a pa...
DEFINITION AND CALCULATION OF IRR DEFICIENCY. With respect to the applicable IRR Rate, the “IRR Deficiency” as of any particular date means the amount by which (1) the future value as of such date at such IRR Rate, compounded annually, of all Contributions made on or before such date (which shall include both such Contributions themselves and an annually compounded return on such Contributions using such IRR Rate), exceeds (2) the future value (as of such date) at such IRR Rate, compounded annually, of all Distributions for such IRR Rate (excluding, however, any Distribution to be made on such date and with respect to which such calculation is being made) made on or before such date (which
DEFINITION AND CALCULATION OF IRR DEFICIENCY. With respect to the applicable IRR Rate, the “IRR Deficiency” as of any particular date means the amount by which (1) the future value as of such date at such IRR Rate, compounded annually, of all Contributions made on or before such date (which shall include both such Contributions themselves and an annually compounded return on such Contributions using such IRR Rate), exceeds (2) the future value (as of such date) at such IRR Rate, compounded annually, of all Distributions for such IRR Rate (excluding, however, any Distribution to be made on such date and with respect to which such calculation is being made) made on or before such date (which shall include both such Distributions themselves and an annually compounded return on such Distributions using such IRR Rate). The “15% IRR Deficiency” is the IRR Deficiency using an IRR Rate of 15% per annum, the “20% IRR Deficiency” is the IRR Deficiency using an IRR Rate of 20% per annum, and the “25% IRR Deficiency” is the IRR Deficiency using an IRR Rate of 25% per annum. Subject to Section 5.1, Administrative Member’s responsibilities include: • Maintain/manage or cause to be maintained and managed at company expense LLC level documentation and procedures • Preparing an Operating Budget and Capital Budget) for BREA’s review and approval at least forty-five (45) days prior to commencement of each calendar year and making such changes thereto as the Members may approve • Coordinating and facilitating and/or causing the preparation of financial and operational reports, disclosures and statements required under the terms of any loan documents at company expense. • Monitor lender relationship • Prepare distribution recommendations • Prepare and deliver capital calls for approval • Determine and recommend to the Company and each Company Subsidiary most effective manner for property operations including internal management, third-party property management, third-party facilities management • Oversee third-party property, facilities, and/or financial managers, if any Administrative Member shall cause the Company and the Company Subsidiaries, at a minimum, to obtain and maintain, without interruption, the insurance or self insurance coverages stipulated hereunder for the benefit of the Company and the Company Subsidiaries and each Member, but only to the extent of such party’s interest in the Property:
DEFINITION AND CALCULATION OF IRR DEFICIENCY. With respect to the applicable IRR Rate, the “IRR Deficiency” as of any particular date means the amount by which (1) the future value as of such date at such IRR Rate of all Contributions made on or before such date (which shall include both such Contributions themselves and a monthly compounded return on such Contributions using the applicable IRR Rate), exceeds (2) the future value (as of such date) at the applicable IRR Rate of all Distributions (excluding, however, any Distribution to be made on such date with respect to which such calculation is being made) made on or before such date (which shall include both such Distributions themselves and a monthly compounded return on such Distributions using the applicable IRR Rate). Accordingly, (i) the “8.25% IRR Deficiency” is the IRR Deficiency using the 8.25% IRR Rate and (ii) the “12% IRR Deficiency” is the IRR Deficiency using the 12% IRR Rate. An example of this calculation is attached hereto as Schedule 1.
DEFINITION AND CALCULATION OF IRR DEFICIENCY. (a) The “Company IRR Deficiency” as of any particular date means the additional amount, if any, that would have to be distributed to the Investor in order to provide the Investor with an internal rate of return equal to the IRR Rate on such date. The Company IRR Deficiency is calculated by determining the additional amount, if any, that would have to be distributed to the Investor on such date to cause the net present value of all Contributions of the Investor and all Distributions to the Investor made on or before such date (excluding, however, any Distribution to the Investor to be made on such date and with respect to which such calculation is being made), discounted at the IRR Rate, to not be less than zero (0), or the calculation of the Investor’s internal rate of return based on said Contributions of the Investor and Distributions to the Investor to not be less than the IRR Rate.
(b) The “Project IRR Deficiency” for a specific Project shall be the Company IRR Deficiency calculated as if that Project were the only asset of the Company. For these purposes: (i) Contributions of the Investor and Distributions to the Investor shall be attributed to a specific Project if they can be directly traced to that Project; and (ii) Contributions of the Investor and Distributions to the Investor that cannot be directly traced to a specific Project (including, without limitation, Contributions of the Investor made in connection with pursuing a proposed Project that was never actually acquired by the Company) shall be apportioned and allocated (as of the date such Contribution of the Investor or Distribution to the Investor is received or made) to each Project based on a fraction, the numerator of which is the total of all contributions to the capital of the Company theretofore made by the Members which are directly attributable to such Project, and the denominator of which is the total of all contributions to the capital of the Company theretofore made by the Member which are directly attributable to any Project (i.e., excluding any contributions to the capital of the Company not directly attributable to a specific Project). In applying the principals set forth in clause (ii) of the prior sentence, if the Contribution of the Investor or the Distribution to the Investor cannot be traced to a specific Project, but can be traced to a group (but less than all) of the Projects, clause (ii) shall be applied as if that group of Projects were all the Projects.