ELTIP Amount definition
ELTIP Amount means the aggregate dollar amount that would be payable to all participants under the ELTIP, as if the consummation of the transactions contemplated by this Agreement constitutes a “Change in Control” under the ELTIP, effective as of the Closing, together with the employer’s portion of any employment, payroll, social security, unemployment and similar Taxes payable with respect to such payments, determined based on the following assumptions: (a) all outstanding “Option Units” held by participants under the ELTIP immediately prior to the Closing (excluding Option Units that have previously been forfeited and were not subsequently reallocated) are fully vested and entitled to payment as of the Closing; (b) the Purchase Price under this Agreement shall be treated as “Sale Proceeds” under the ELTIP, calculated on an iterative basis to take into account the treatment of the ELTIP Amount as Closing Debt under this Agreement and (c) the amounts payable to participants under the ELTIP are otherwise calculated in accordance with the terms of the ELTIP.