Estimated Value Capital Account definition

Estimated Value Capital Account means, with respect to any Partner, the amount such Partner would receive in a hypothetical liquidation of the Partnership following a hypothetical sale of all of the assets of the Partnership at prices equal to their most recent valuations, and the distribution of the proceeds thereof to the Partners pursuant to this Agreement (after the hypothetical payment of all actual Partnership indebtedness, and any other liabilities related to the Partnership’s assets, limited, in the case of non-recourse liabilities, to the collateral securing or otherwise available to the lender to satisfy such liabilities).
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Estimated Value Capital Account means, with respect to any Partner, the amount such Partner would receive in a hypothetical liquidation of the Partnership, the Fund GP and the Fund following a hypothetical sale of all of the assets of the Fund (and any assets of the Fund GP and the Partnership, other than their direct or indirect interests in the Fund) at prices equal to their most recent Fair Market Value (subject to adjustment by the General Partner, in its sole and absolute discretion, for significant events occurring subsequent to such valuations), and the distribution of the proceeds thereof to the partners of the Fund, the Fund GP and the Partners pursuant to the Fund Agreement, the Fund GP Agreement and this Agreement, respectively (after the hypothetical payment of all actual Fund, Fund GP and Partnership indebtedness, assumed closing costs (as estimated by the General Partner) and any other liabilities related to the Fund’s, the Fund GP’s and the Partnership’s assets, limited, in the case of nonrecourse liabilities, to the collateral securing or otherwise available to satisfy such liabilities).
Sample 1
Estimated Value Capital Account means, with respect to any Member, the amount such Member would receive in a hypothetical liquidation of the LLC, the Fund GP and the Fund following a hypothetical sale of all of the assets of the Fund (and any assets of the Fund GP and the LLC, other than their direct or indirect interests in the Fund) at prices equal to their most recent Fair Market Value (subject to adjustment by the Managing Member, in its discretion, for significant events occurring subsequent to such valuations made in accordance with the Investment Manager’s investment policies), and the distribution of the proceeds thereof to the partners of the Fund, the Fund GP and the Members pursuant to the Fund Agreement, the Fund GP Agreement and this Agreement, respectively (after the hypothetical payment of all actual indebtedness of the Fund, Fund GP and LLC, assumed closing costs (as estimated by the Managing Member) and any other liabilities related to the Fund’s, the Fund GP’s and the LLC’s assets, limited, in the case of nonrecourse liabilities, to the collateral securing or otherwise available to satisfy such liabilities).
Sample 1

Examples of Estimated Value Capital Account in a sentence

  • The price for such vested Carried Interest Percentage (determined as of the date the Partnership notifies the Former Partner of its election to purchase such Carried Interest Percentage) will equal the Former Partner’s Estimated Value Capital Account attributable to such vested Carried Interest Percentage and his or her unvested Carried Interest Percentage will be forfeited to the Partnership without any consideration being paid therefor.

  • The price for such vested Carried Interest Percentage (determined as of the date the LLC notifies the Former Member of its election to purchase such Carried Interest Percentage) will equal the Former Member’s Estimated Value Capital Account attributable to such vested Carried Interest Percentage and his or her unvested Carried Interest Percentage will be forfeited to the LLC without any consideration being paid therefor.

  • The Estimated Value Capital Account of a Member shall be deemed to be impaired when it is less than (after taking into account any distribution) the amount of Capital Contributions made by such Member, minus the value of all distributions (valued as of the date of distribution in accordance with this Agreement) whether in cash or in kind, made to such Member pursuant to this Agreement.

  • The aggregate consideration payable to the Disabled Member (or its legal representative) shall be a cash payment in an amount equal to the portion of the Disabled Member’s Estimated Value Capital Account that corresponds to the Disabled Member’s interest in the LLC acquired pursuant to the preceding sentence.

  • The aggregate consideration payable to the Disabled Limited Partner (or its legal representative) shall be a cash payment in an amount equal to the portion of the Disabled Limited Partner’s Estimated Value Capital Account that corresponds to the Disabled Limited Partner’s interest in the Partnership acquired pursuant to the preceding sentence.

  • Notwithstanding the above, no distribution will be made which would render the Fund insolvent, impair (within the meaning of Section 6.8(c) hereof) the Estimated Value Capital Account of any Member, or reduce the Estimated Value Capital Account of any Member below zero while any Member's Estimated Value Capital Account is above zero.


More Definitions of Estimated Value Capital Account

Estimated Value Capital Account means the amount of any actual cash contribution to the capital of the Fund by a Member, as the same may be (i) increased from time to time by such Member's allocable share of the Fund's realized and unrealized income and gains and (ii) decreased by a Member's distributions (whether in cash or in kind, but if in kind equal to the Member's share of the Estimated Value of such distributed asset, as that term is defined in this Agreement), by such Member's share of realized and unrealized Fund losses and by such Member's share of expenditures of the Fund which are not deductible or properly chargeable to a capital account of the Fund. For these purposes, realized and unrealized income, gains and losses shall be computed based on the Estimated Value of the Fund assets and such realized and unrealized income, gains and losses shall be accounted for so as to prevent duplication of increases or decreases from allocations of income, gains and losses previously affecting Estimated Value Capital Accounts.
Sample 1

Related to Estimated Value Capital Account

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • 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).

  • 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)(d)(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), 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.

  • 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.

  • 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.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

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

  • Partially Adjusted Capital Account means, with respect to any Member for any Fiscal Year, the Capital Account balance of such Member at the beginning of such period, adjusted as set forth in the definition of Capital Account for all contributions and distributions during such period and all special allocations pursuant to Section 7.3 with respect to such period but before giving effect to any allocation with respect to such period pursuant to Section 7.2.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

  • 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:

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Economic Capital Account Balances has the meaning set forth in Section 6.1.E.

  • Capital Account Limitation has the meaning provided in Section 4.5(b) hereof.

  • Target Net Working Capital Amount means $5,000,000.

  • Capital Account Distribution Date and "Income Account Distribution Date" shall mean the "Distribution Dates" set forth in the "Essential Information" in the Prospectus.

  • Working Capital Adjustment has the meaning set forth in Section 2.5(a).

  • 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:

  • Net Working Capital Amount means, with respect to a Participating McNeil Partnership, the excess of the Positive Excess Cash Balance of such Participating McNeil Partnership over the cash on hand of such Participating McNeil Partnership immediately prior to the Effective Time.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Target Working Capital Amount means $75,000,000.

  • Capital Account Record Date and "Income Account Record Date" shall mean the "Record Dates" set forth in the "Essential Information" in the Prospectus.

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

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

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Net Working Capital Target means $0.00.