Capital Account Alignment definition

Capital Account Alignment has the meaning assigned to such term in Section 5.4(c).
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Capital Account Alignment shall have the meaning set forth in SECTION 10(a).
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Capital Account Alignment has the meaning assigned to such term in Section 5.4(c). “Capital Contribution” means any cash or cash equivalents or the fair market value of any other property that a Partner contributes to the Partnership pursuant to this Agreement.
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Examples of Capital Account Alignment in a sentence

  • The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for such Class B Common Units.

  • Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “mark-to-market events” to the holders of Class B Common Units and the holders of Class C Common Units.

  • The Purchaser has full right, power, and authority to enter into and perform its obligations under this Agreement, including, without limitation, executing all of the documents required from the Purchaser under this Agreement and delivering such documents to the Seller.

  • If Class B Common Units and/or Class C Common Units have not converted into regular Common Units prior to the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved.

  • If Class B Common Units and/ or Class C Common Units have not converted into regular Common Units prior to the liquidation of the Partnership, the Partnership shall also allocate specially items of gross taxable income and gain derived in connection with such liquidation to the holders of Class B Common Units and Class C Common Units until Capital Account Alignment has been achieved.

  • At such time that Capital Account Alignment is achieved, a Class C Common Unit will convert automatically into a Regular Common Unit.

  • The holder of Class B Common Units shall notify the General Partner prior to any transfer of Class B Common Units.(e) Without limiting the application of Section 6.2(b), the Partnership shall promote Capital Account Alignment through the special allocation of unrealized gains existing at the time of certain “mark-to-market events” to the holders of Class B Common Units and the holders of Class C Common Units.

  • If Capital Account Alignment is not reached at such time the Partnership makes liquidating distributions to its Partners, notwithstanding Section 12.4(c), a holder of Class B Common Units or Class C Common Units shall not be entitled to receive liquidating distributions in excess of the amount of its Capital Account allocable to such Common Units.SECTION 5.5. Issuances of Additional Partnership Securities.

  • The General Partner shall promptly notify each holder of Class B Common Units at such time that Capital Account Alignment has been achieved by such holder for such Class B Common Units.(d) Prior to their conversion into regular Common Units, Class B Common Units may only be transferred in private transactions that allow the Partnership to track the transfer of such Class B Common Units.

  • If Capital Account Alignment is not reached at such time the Partnership makes liquidating distributions to its Partners, notwithstanding Section 12.4(c), a holder of Class B Common Units or Class C Common Units shall not be entitled to receive liquidating distributions in excess of the amount of its Capital Account allocable to such Common Units.


More Definitions of Capital Account Alignment

Capital Account Alignment shall have the meaning set forth in SECTION 2(a). (f) “Class B Common Units” means the Class B Common Units of the Partnership. (g) “Class C Common Units” shall have the meaning set forth in SECTION 2(a). (h) “Code” means the Internal Revenue Code of 1986, as amended. (i) “Common Units” means the Regular Common Units, the Class B Common Units, the Class C Common Units and any other classes of common units of the Partnership (other than, for the avoidance of doubt, the portion of the Incentive Units not classified as Class C Common Units and/or Regular Common Units). (j) “Deferred Fee Agreement” shall have the meaning set forth in SECTION 2(a). (k) “EV” shall mean the equity value of the Partnership as at any baseline date or measurement date, as the case may be, as measured by the product of (a) the volume weighted average of the closing trading prices of the Regular Common Units as reported by the New York Stock Exchange (or other national securities exchange on which such securities may be principally traded, if not then traded on the New York Stock Exchange), for the twenty (20) trading days ending on such date, and (b) the number of Common Units outstanding; or if the Common Units are not then traded on a national securities exchange, then by deducting the value of the Partnership’s liabilities as reflected on its balance sheet for such date from the value of the Partnership's assets as reflected on such balance sheet. (l) “General Partner” means the general partner of the Partnership. (m) “Incentive Calculation Date” shall have the meaning set forth in SECTION 2(a). (n) “Incentive Unit Agreement” means this Incentive Unit Agreement, as amended from time to time. (o) “Incentive Unit Grant Date” shall have the meaning set forth in SECTION 2(a). (p) “Incentive Units” shall have the meaning set forth in SECTION 2(a). (q) “Independent Directors” means those directors of the General Partner who are not Affiliates of the Manager or any of its Affiliates. (r) “Issuance” shall have the meaning set forth in SECTION 2(b). 2 (s) “Measurement Date EV per Common Unit” shall have the meaning set forth in SECTION 2(a). (t) “Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing. (u) “Reduced Measurement Date EV per...
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Capital Account Alignment shall have the meaning set forth in SECTION 2(a).
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Related to Capital Account Alignment

  • Capital Accounts An individual capital account shall be maintained for each Partner, and capital contributions to the Partnership by the Partners shall be credited to such accounts. Partnership profits or losses shall also be charged or credited to the separate capital accounts in the manner provided in this Agreement. No interest shall be paid on the capital account of any Partner.

  • Capital Account means, with respect to any Member, the Capital Account maintained for such Member in accordance with the following provisions:

  • Capital Account Limitation has the meaning set forth in Section 4.05(b) hereof.

  • Target Capital Account means the Capital Account of a Member as of the end of each fiscal year, increased by any amount that such Member is obligated to restore under this Agreement, is treated as obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), or is deemed obligated to restore under the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and (i)(5).

  • Book Capital Account means, for any Holder at any time, the Book Capital Account of the Holder for such day, determined in accordance with Section 8.1 hereof.

  • Economic Capital Account Balances has the meaning set forth in Section 5.01(g) hereof.

  • Adjusted Capital Account Balance means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

  • Economic Capital Account Balance has the meaning provided in Section 5.1(e) hereof.

  • Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Fiscal Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

  • Virginia venture capital account means an investment fund that has been certified by the

  • Partially Adjusted Capital Account means, with respect to any Member for any taxable year or other period of the Company, the Capital Account balance of such Member at the beginning of such year or period, adjusted for all contributions and distributions made or deemed made to or by such Member during such year or period and all special allocations to such Member pursuant to Section 6.2 with respect to such year or period, but before giving effect to any allocations of Net Profit or Net Loss to such Member pursuant to Section 6.1 with respect to such year or period.

  • Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

  • capital accumulation plan means a tax assisted investment or savings plan, including a defined contribution registered pension plan, a group registered retirement savings plan, a group registered education savings plan, or a deferred profit-sharing plan, that permits a plan member to make investment decisions among two or more investment options offered within the plan, and in Québec and Manitoba, includes a simplified pension plan;

  • Specified Reserve Account Balance means, for any Payment Date, an amount equal to 1.00% of the Pool Balance as of the Cut-Off Date; provided, however, on any Payment Date after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, the “Specified Reserve Account Balance” shall be $0.

  • Class B Floating Allocation means, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Investor Interest as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Investor Interest as of the close of business on such day; provided, however, that, with respect to the first Monthly Period, the Class B Floating Allocation shall mean the percentage equivalent of a fraction, the numerator of which is the Class B Initial Investor Interest and the denominator of which is the Initial Investor Interest.

  • Class A Floating Allocation means, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class A Adjusted Investor Interest as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Investor Interest as of the close of business on such day; provided, however, that, with respect to the first Monthly Period, the Class A Floating Allocation shall mean the percentage equivalent of a fraction, the numerator of which is the Class A Initial Investor Interest and the denominator of which is the Initial Investor Interest.

  • Asset Allocation The following single issuer limits shall apply on a market value basis, with exception of Money-Market funds and US Government guaranteed securities, which may be held without limit:

  • Class B Fixed Allocation means, with respect to any Monthly Period following the Revolving Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Investor Interest as of the close of business on the last day of the Revolving Period and the denominator of which is equal to the Investor Interest as of the close of business on the last day of the Revolving Period.

  • Cost Allocation Plan means central service cost allocation plan, public assistance cost allocation plan, and indirect cost rate proposal. Each of these terms are further defined in this section.

  • Unreturned Capital Contributions means, as to each Member, the aggregate Capital Contributions made to the Company by such Member minus the aggregate distributions of such Capital Contributions made to such Member from the Company pursuant to Sections 3.2(b) and 6.2(a)(ii) hereof.

  • Account Balance means, with respect to a Participant, an entry on the records of the Employer equal to the sum of (i) the Deferral Account balance, (ii) the Company Contribution Account balance, and (iii) the Company Restoration Matching Account balance. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

  • Load allocation means the portion of a receiving water's loading capacity that is allocated to one