Implied IRR definition
Implied IRR means as of any measurement date and with respect to a Holder of Partnership Units, the interest rate (compounded quarterly) which, when used as the discount rate to calculate the net present value as of the Closing Date of (i) aggregate amounts which have previously been distributed and, with respect to the distribution in question, the aggregate amount being distributed to such Holder of Partnership Units (in each case without reduction for taxes payable by such Holder of Partnership Units as a result of such distributions) and (ii) the aggregate Capital Contributions made by such Holder of Partnership Units, causes such net present value to equal zero. For purposes of the net present value calculation, (A) distributions shall be positive numbers, (B) Capital Contributions shall be negative numbers, (C) distributions and Capital Contributions shall be deemed to have been received or made on the actual date of such receipt or payment, as the case may be, (D) tax distributions to a Holder of Partnership Units shall be deemed amounts distributed to such Holder of Partnership Units, and (E) allocations pursuant to Sections 4.6.I and 4.6.J will be deemed distributed to such Holder (x) on the Effective Date, in the case of Cash Merger Amount, (y) on the date of the applicable Overallotment Option closing, in the case of the Overallotment Amount, and (z) on the Mandatory Conversion Date, in the case of the 30-Day Class A Value and the 30-Day Class C Value. For the avoidance of doubt, a thirteen and one-half percent (13.5%) annual rate equals a 3.2165% quarterly rate for purposes of this definition.
Implied IRR has the meaning set forth in Section 8.08(a).