Partnership Value definition

Partnership Value means (i) 0.4053% multiplied by (ii) an amount equal to (A) the Total Formation Transaction Value less (B) the Special Investment Amount. The "Special Investment Amount" means the sum of (i) 100% of the aggregate amount during the period commencing on July 1, 2005 and ending on the Closing Date (defined below) of (x) Capital Contributions (as defined in the Restated Agreement of Limited Partnership of XXXX 2005 dated as of March 10, 2005, as amended) made to XXXX 2005 by its partners and (y) Capital Contributions (as defined in the Limited Liability Company Agreement of DEGA, LLC, a Delaware limited liability company, dated as of January 3, 2005) made by HBRCT LLC, a Hawaii limited liability company ("HBRCT"), if any (such capital contributions by the XXXX 2005 partners and HBRCT, if any, are collectively referred to as the "Additional Contributions"), plus (ii) a return on such Additional Contributions at an annualized rate of ten percent (10%) for the period commencing on the date on which each such Additional Contribution is made and ending on the Closing Date (for purposes of calculating the return, a capital contribution shall be deemed made on the date due, or if made after the due date, on the date received) (the amounts under clauses (i) and (ii) are collectively referred to as the "XXXX 2005 Investment Amount"), plus (iii) the $60,000,000 contributed to DERA on March 15, 2006 less the amount of any Additional Contributions made by DERA to XXXX 2005 after such date. An amount (the "Allocated Share") of the Partnership Value shall be allocated to each Partnership Interest or portion thereof in accordance with Section 5.2 of the Limited Partnership Agreement of the Partnership dated as of December 31, 1989 (the "Partnership Agreement"), it being expressly acknowledged and agreed by the parties hereto that Section 5.2 of the Partnership Agreement shall apply to the allocation hereunder, treating the Allocated Share as a distribution of distributable net proceeds from sales of properties in accordance with the Partnership Agreement.
Sample 1
Partnership Value means an amount equal to eighty percent (80%) of the fair market value of the Stock owned by the Partnership, plus any cash on hand and the fair market value of any other assets of the Partnership, less the liabilities of the Partnership, all as determined by the Managing Partners, calculated as of the date notice of intent to Transfer is given under Section 9.4 hereof.
Sample 1Sample 2
Partnership Value means the amount that would be available to be distributed to the Partners in liquidation of the Partnership, if the Partnership were liquidated in the following manner:
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Examples of Partnership Value in a sentence

  • If the Partnership purchases the interest of one or more Transferor Partners pursuant to the Second Option, the Partnership shall not be obligated to pay, in the aggregate in any calendar year, pursuant to Section 9.8 hereof an aggregate amount exceeding the greater of (a) the annual dividends received by the Partnership with respect to the Stock or (b) two percent (2%) of the Partnership Value (the "Redemption Cap").

  • The Class D Units awarded hereunder that have vested shall be eligible to share in proceeds from the Partnership upon the occurrence of a Fundamental Transaction, but only to the extent such proceeds exceed the sum of (i) the Grant Date Partnership Value and (ii) the gross value (as reflected on the books of the Partnership) of any additional properties acquired by or contributed to the Partnership after such grant date, as determined by the General Partner (the total of such sum, the “Base Value”).

  • Transfer Price" means an amount equal to the Partnership Value multiplied by the Transferor Partner's Partnership Percentage, calculated as of the date notice of intent to Transfer is given under Section 9.4 hereof.

  • Hartford Equity Partnership Capital Appreciation Fund, LLC, Hartford Equity Partnership Growth Fund, LLC, Hartford Equity Partnership Healthcare Fund, LLC, Hartford Equity Partnership Technology Fund, LLC, and Hartford Equity Partnership Value Fund, LLC are jointly owned by Hartford Hedge Fund Management, LLC and Hartford Life Insurance Company.

  • If the consolidated EBITDA of the Borrower and its subsidiaries for the fiscal year ending February 1, 2003, is less than $90,000,000 or the combined, unconsolidated EBITDA of each of the Borrower (excluding Subsidiaries), Value City Limited Partnership, Value City of Michigan, Inc., GB Retailers, Inc., Gramex Retail Stores, Inc., VCM, Ltd.

  • If all or a portion of the proceeds paid or payable in connection with a Partnership, Merger or Asset sale are paid in the form of securities, the value of such securities for purposes of calculating Aggregate Partnership Value or Aggregate Merger or Sale Consideration shall be equal to the average of the last sales prices for such securities on the five trading days ending on the date that the Transaction is consummated.

  • The Fair Market Value of MGM's interest in the Partnerships shall be equal to the product of the "Partnership Value" (as determined in accordance with the immediately preceding sentences), multiplied by MGM Subs' percentage interest in the Partnerships.

  • If during the term of this Agreement or within three (3) years thereafter, the Company enters into a Transaction or series of Transactions resulting in a Partnership with any party or parties identified by Viewpoint during the term of this Agreement or with which a potential transaction was discussed during the term of this Agreement, the Company will pay Viewpoint a cash fee equal to three and one half percent (3.5%) of the Aggregate Partnership Value.

  • If the consolidated EBITDA of the Company and its subsidiaries for the fiscal year ending February 1, 2003, is less than $90,000,000 or the combined, unconsolidated EBITDA of each of the Company (excluding Subsidiaries), Value City Limited Partnership, Value City of Michigan, Inc.

  • Gordon October 8, 1997 Page 5 Madison/AG Partnership Value Partners II hereby agrees to each and all of the terms and conditions set forth above By: /s/ Bryan E.


More Definitions of Partnership Value

Partnership Value shall have the meaning ascribed to it in Section 4.7(b).
Sample 1
Partnership Value means the amount equal to (i) the income from operations of the Partnership (computed in accordance with generally accepted accounting principles) before general and administrative expenses, depreciation and amortization, but after royalties and marketing expenses (including without limitation contributions to national and local advertising funds), for the highest of the two fiscal quarters prior to the quarter in which the Put Date occurs, adjusted by adding back to income from operations any amounts deducted therefrom representing rental expense with respect to capital leases and leases that are not classified as capital leases for financial accounting purposes but that are intended to be treated as secured borrowings under applicable commercial law and annualized by dividing such amount by the number of weeks in such quarter and multiplying the result by 52, multiplied by (ii) 6.5, less (iii) any indebtedness of the Partnership outstanding on the Put Date, including without limitation the imputed principal amount of any lease financing (including for this purpose capital leases as well as leases that are not classified as capital leases for financial accounting purposes but that are intended to be treated as secured borrowings under applicable commercial law), plus (iv) any cash balances of the Partnership on the Put Date.
Sample 1
Partnership Value means the fair market value, as of the date of valuation, of the business of the Partnership (including the Beneficial Assets and the Subsidiary Beneficial Assets) as a going concern taking into account whether Advance/Newhxxxx xxx elected to receive Tax Deferred Consideration or Taxable Consideration in satisfaction of the Advance/Newhxxxx Xxxmon Put Price, reduced by the sum of the Priority Return accrued and unpaid as of the anticipated Advance/Newhxxxx Xxxmon Put Closing (as defined below) and the redemption price for all Paragon Preferred Partnership Units outstanding as of the anticipated Advance/Newhxxxx Xxxmon Put Closing, and assuming that the Preferred Investment Pool shall have been distributed by the Partnership to the holder of any outstanding Preferred Partnership Units immediately prior to such valuation.
Sample 1
Partnership Value means the fair market value, as of the date of valuation, of the business of the Partnership (including the Beneficial Assets and the Subsidiary Beneficial Assets) as a going concern taking into account whether Advance/Xxxxxxxx has elected to receive Tax Deferred Consideration or Taxable Consideration in satisfaction of the Advance/Xxxxxxxx Common Put Price, reduced by the sum of the Priority Return accrued and unpaid as of the anticipated Advance/Xxxxxxxx Common Put Closing (as defined below) and the redemption price for all Series A Preferred Partnership Units, Series B Preferred Partnership Units and Series C Preferred Partnership Units outstanding as of the anticipated Advance/Xxxxxxxx Common Put Closing, and assuming that the Preferred Investment Pool shall have been distributed by the Partnership to the holder of any outstanding Preferred Partnership Units immediately prior to such valuation.
Sample 1

Related to Partnership Value

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • Adjusted Capital and Reserves means a sum equal to the aggregate of:

  • Economic Value – means the value of the Company and of its shares, to be determined by a specialized company by using a recognized methodology or based on another criterion to be defined by the CVM.

  • Adjusted Value as used in subdivision (d) means:

  • Unit Value means, at any time, the value of each Stock Unit, which value shall be equal to the Fair Market Value (as defined in the Plan) of a Share on such date.

  • Common Unit Economic Balance means (i) the Capital Account balance of the General Partner, plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Common Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under Section 6.2.D hereof, divided by (ii) the number of the General Partner’s Partnership Common Units.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • OP Unit Economic Balance has the meaning set forth in Section 6.03(c) hereof.

  • Enterprise Value means the sum, at fiscal year-end, of the market capitalisation of ordinary shares, the market capitalisation of preferred shares, and the book value of total debt and non-controlling interests, without the deduction of cash or cash equivalents;

  • New value means (i) money, (ii) money's worth in property, services, or new credit, or (iii) release by a transferee of an interest in property previously transferred to the transferee. The term does not include an obligation substituted for another obligation.

  • Class A Limited Partner means EPCO Holdings, Inc., a Delaware corporation, and its successors and assigns.

  • Net Value has the meaning set forth in Section 1.68(a)(ii).

  • Adjusted Asset Value means, as of a given date, the sum of EBITDA attributable to malls, power centers and all other assets for the trailing four (4) quarters most recently ended, divided by (iii) 7.75%. In determining Adjusted Asset Value:

  • Contributed Capital at any time, the aggregate amount which shall theretofore have been received by the Borrower as a contribution to its capital or as consideration for the issuance of partnership interests in the Borrower; Contributed Capital shall in any event exclude the proceeds of any Specified Affiliate Debt and any Restricted Equity.

  • Total Enterprise Value means the sum of: (i) the product of (A) the Equity Securities Value Per Share of a share of Common Stock not subject to vesting or other restrictions multiplied by (B) the number of outstanding shares of Common Stock, less (y) the number of outstanding shares of Restricted Stock or Other Awards of shares of Common Stock without vesting restrictions, in each case, issued after the date of this Agreement (including outstanding shares of Common Stock resulting from the vesting of such Restricted Stock), and less (z) the number of shares of Common Stock issued by the Company after the date of this Agreement in connection with any merger, consolidation, share exchange or other transaction in which, in each case, the Company acquires voting securities of another Person or all or any portion of another Person’s assets; (ii) for each other class or series of Equity Securities of the Company, if any, the product of (A) Equity Securities Value Per Share for such class or series of such Equity Securities of the Company multiplied by (B) the number of shares of such class or series of such Equity Securities of the Company, less (y) the number of shares of such class or series of such Equity Securities issued under the Plan (or otherwise issued for compensatory purposes) after the date of this Agreement, and less (z) the number of shares of such class or series of such Equity Securities issued by the Company after the date of this Agreement in connection with any merger, consolidation, share exchange or other transaction in which, in each case, the Company acquires the voting securities of another Person or all or any portion of another Person’s assets; and (iii) the principal amount of all outstanding funded indebtedness of the Company as of the last day of the month immediately preceding the date of calculation less the aggregate amount of cash and cash equivalents of the Company (exclusive of funds held on behalf of clients) as of the last day of the month immediately preceding the date of calculation.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Net Asset Value per Share means the Net Asset Value of a Fund divided by the

  • 704(c) Value of any Contributed Property means the fair market value of such property or other consideration at the time of contribution, as determined by the General Partner using such reasonable method of valuation as it may adopt. Subject to Exhibit B hereof, the General Partner shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Values of Contributed Properties in a single or integrated transaction among the separate properties on a basis proportional to their respective fair market values.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • depreciated value means the cost to the Joint Venturers of the assets on which allowable capital expenditure is incurred less the total amount deducted therefrom by way of depreciation pursuant to the provisions of paragraph (b) of this subclause;

  • Exchange Value is the adjusted appraised value of the Property which takes into consideration various factors to balance the business value of the Property within its present ownership structure.