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 ▇▇▇▇ 2005 dated as of March 10, 2005, as amended) made to ▇▇▇▇ 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 ▇▇▇▇ 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 "▇▇▇▇ 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 ▇▇▇▇ 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.

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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.

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:

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”).
For purposes of this Section 3.2(f), the "Adjusted Prior Value" means the Partnership Value as most recently determined for purposes of calculating Equity Value of the Partners' Partnership Interests under Section 3.2(e), increased by the amount of Capital Contributions made by the Partners since the date of such determination and decreased by the amount of distributions to the Partners since the date of such determination.
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.
RMIT’s Partnership Value Proposition articulates a partner-centric approach which supports our industry partners to commercialise outcomes.
If this Agreement shall terminate for any reason prior to completion of the Formation Transactions, the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Entities shall bear all transaction costs and expenses related thereto in proportion to their respective interest in the Total Formation Transaction Value, which for the Partnership is as set forth in clause (i) of the definition of Partnership Value.
The parties hereto agree that following the withdrawal of Opfin from the Partnership as a partner of the Partnership, Value Advisors is authorized to and hereby agrees to continue the business of the Partnership.
If the Seller does not give any such notice within that 30-day period, the determination of the Net Partnership Value set forth in the Final Report will be conclusive and binding on the parties.
For purposes of this Agreement, the term "Operating Partnership Value" shall mean the sum of (x) the aggregate Agreed Equity Value of the Hotels contributed to the Operating Partnership by the Partnership Hotel Companies (the "OP Hotel Contribution"), plus (y) the product of the RRF Agreed Value multiplied by the Partnership Hotel Percentage (the "OP RRF Contribution").
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.

More Definitions of Partnership Value

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/▇▇▇▇▇▇▇▇ has elected to receive Tax Deferred Consideration or Taxable Consideration in satisfaction of the Advance/▇▇▇▇▇▇▇▇ Common Put Price, reduced by the sum of the Priority Return accrued and unpaid as of the anticipated Advance/▇▇▇▇▇▇▇▇ 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/▇▇▇▇▇▇▇▇ 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.

Partnership Value shall have the meaning ascribed to it in Section 4.7(b).

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/Newh▇▇▇▇ ▇▇▇ elected to receive Tax Deferred Consideration or Taxable Consideration in satisfaction of the Advance/Newh▇▇▇▇ ▇▇▇mon Put Price, reduced by the sum of the Priority Return accrued and unpaid as of the anticipated Advance/Newh▇▇▇▇ ▇▇▇mon Put Closing (as defined below) and the redemption price for all Paragon Preferred Partnership Units outstanding as of the anticipated Advance/Newh▇▇▇▇ ▇▇▇mon 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.

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.