Partnership Unit Economic Balance definition

Partnership Unit Economic Balance has the meaning provided in Section 5.1(e) hereof.

Partnership 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 each case to the extent attributable to the General Partner’s Partnership Units divided by (ii) the number of the General Partner’s Partnership Units.

Partnership 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 Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section 5.1(e). The parties agree that the intent of this Section 5.1(e) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Partnership Units (on a per-Unit basis), but only if and to the extent the Capital Account balance associated with the General Partner’s Partnership Units has increased on a per-Unit basis since the issuance of the relevant LTIP Unit.

Examples of Partnership Unit Economic Balance in a sentence

• Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the Partnership Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation”).

• If, in connection with any forfeiture of LTIP Partnership Units, the balance of the portion of the Capital Account of the Partner that is attributable to all of his or her LTIP Partnership Units exceeds such Partner’s Target Balance, such portion of such Partner’s Capital Account shall be reduced to the Target Balance, and the LTIP Economic Balance of each such holder’s LTIP Partnership Units shall be deemed to equal the Common Partnership Unit Economic Balance.

• After each conversion of Vested LTIP Units, for purposes of determining the number of Vested LTIP Units that may subsequently be converted, the Economic Capital Account Balance of the remaining Vested LTIP Units shall be reduced by the product of the Partnership Unit Economic Balance and the number of converted Vested LTIP Units.

• For purposes of making future allocations under Section 6.1.C and applying the Capital Account Limitation, the portion of the Economic Capital Account balance of the applicable LTIP Unitholder that is treated as attributable to his or her LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Partnership Unit Economic Balance.

• For purposes of making future allocations under Section 5.2(C) hereof and applying the Capital Account Limitation, the portion of the Economic Capital Account Balance of the applicable Profit Interest Unitholder that is treated as attributable to his or her Profit Interest Units shall be reduced, as of the date of conversion, by the product of the number of Profit Interest Units converted and the Partnership Unit Economic Balance.

More Definitions of Partnership Unit Economic Balance

Partnership Unit Economic Balance means (i) the Capital Account balance of the Company, plus the amount of the Company’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the Company’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 6.2, divided by (ii) the number of the Company’s Partnership Units. Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.2. The parties agree that the intent of this Section 6.2 is to make the Capital Account balances of the LTIP Unitholders with respect to each of their LTIP Units economically equivalent to the Capital Account balance of the Company with respect to each of its Partnership Units if the Carrying Value of the Partnership’s property has been adjusted in accordance with Exhibit B in a corresponding amount.

Partnership Unit Economic Balance has the meaning set forth in Section 6.3.B(3).

Partnership 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 Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under Section 6.3.B hereof, divided by (ii) the number of the General Partner’s Partnership Units. To the extent the Partnership issues any Units to the General Partner which are entitled to distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the other outstanding Partnership Units (other than LTIP Units), such Units shall not be taken into account in determining the Partnership Unit Economic Balance.

Partnership 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 Nonrecourse Debt Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 5.1(e), divided by (ii) the number of General Partner’s Partnership Units. Any such allocations shall be made among the LTIP Holders in proportion to the amounts required to be allocated to each under this Section

Partnership 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 Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 6.3.B, divided by (ii) the number of the General Partner’s Partnership Units. Any allocations required to be made to LTIP Unitholders under this Section 6.3.B shall be made among the LTIP Unitholders in proportion to the aggregate amount thereof required to be allocated to each of them under this Section 6.3.B. The parties agree that the intent of Section 6.3.B is to make the Capital Account balance associated with each LTIP Unit be economically equivalent to the Capital Account balance associated with the General Partner’s Partnership Units (on a per-Unit basis), but only if and to the extent provided in this Section 6.3.B. After a Book-up Event has occurred with respect to an LTIP Unit, allocations of gain (as computed for tax purposes not for book purposes) shall thereafter be made to the LTIP Unitholder pursuant to Section 6.4. 37

Partnership Unit Economic Balance. The Economic Capital Account Balance of the General Partner but only to the extent attributable to the General Partner’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under Section 5.2(O) divided by the number of the General Partner’s Partnership Units.

Partnership Unit Economic Balance means (i) the Capital Account balance of TCO plus the amount of TCO’s share of any Partner Minimum Gain or Partnership Minimum Gain, in each case to the extent attributable to TCO’s Units of Partnership Interest divided by (ii) the number of TCO’s Units of Partnership Interest.