Implicit Value definition

Implicit Value means, as of any date of determination, with respect to any ROFR Interests and related ROFR Enterprise Value, the aggregate amount of distributions that a holder of such ROFR Interests would receive from a hypothetical distribution by the Company to the holders of Units under Section 7.1(a) on such date in an aggregate amount equal to (i) the applicable ROFR Enterprise Value, minus (ii) the amount specified in clause (ii) of the definition of “Enterprise Value” as of such date.