Common use of Adjustment of Gross Asset Value Clause in Contracts

Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, is the adjusted basis for federal income tax purposes of that asset, except as follows: (a) The initial Gross Asset Value of any asset contributed (or deemed contributed under Regulations Section 1.708-l(b)(l)(iv)) by a Member to the Company will be the fair market value of the asset on the date of the contribution, as reasonably approved by the Managers. (b) The Gross Asset Values of all Company assets will be adjusted to equal the respective fair market values of the assets, as reasonably approved by the Manager: (i) If the Managers approve that an adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company, as a result of (y) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; or (z) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; and (ii) As of the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g). (c) The Gross Asset Value of any Company asset distributed to any Member will be the gross fair market value of the asset on the date of distribution as reasonably approved by the Managers. (d) The Gross Asset Values of Company assets will be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Section 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Regulations Section 1.704-l(b)(2)(iv)(m), provided that Gross Asset Values will not be adjusted under this paragraph 9.10(d) to the extent that the Managers approve that an adjustment under paragraph 9.10(b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this paragraph 9.10(d). (e) After the Gross Asset Value of any asset has been determined or adjusted under paragraph 9.10(a), 9.10(b) or 9.10(d), Gross Asset Value will be adjusted by the depreciation taken into account with respect to the asset for purposes of computing Profits or Losses.

Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, is shall be the adjusted basis for federal income tax purposes of that asset, except as follows: (aA) The initial Gross Asset Value of any asset contributed (or deemed contributed under Regulations Section 1.708-l(b)(l)(iv1(b)(1)(iv)) by a Member to the Company will shall be the fair market value of the asset on the date of the contribution, as reasonably approved by the ManagersMembers. (bB) The Gross Asset Values of all Company assets will shall be adjusted to equal the respective fair market values of the assets, as reasonably approved by the Manager:Members. (i1) If the Managers Members reasonably approve that an adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company, as a result of (yi) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis DE MINIMIS capital contribution; or (zii) the distribution by the Company to a Member of more than a de minimis DE MINIMIS amount of Company property as consideration for an interest in the Company; and (ii2) As of the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g). (cC) The Gross Asset Value of any Company asset distributed to any Member will shall be the gross fair market value of the asset on the date of distribution as reasonably approved by the ManagersMembers. (dD) The Gross Asset Values of Company assets will shall be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Section 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Regulations Section 1.704-l(b)(2)(iv)(m1.7041(b)(2)(iv)(m), provided that Gross Asset Values will shall not be adjusted under this paragraph 9.10(dSection 3(c)(ix)(D) to the extent that the Managers Members reasonably approve that an adjustment under paragraph 9.10(bSection 3(c)(ix)(B) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this paragraph 9.10(dSection 3(c)(ix)(D). (e) . After the Gross Asset Value of any asset has been determined or adjusted under paragraph 9.10(aSection 3(c)(ix)(A), 9.10(b3(c)(ix)(B) or 9.10(d3(c)(ix)(D), Gross Asset Value will shall be adjusted by the depreciation taken into account with respect to the asset for purposes of computing Profits or Losses.

Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, is shall be the adjusted basis for federal income tax purposes of that asset, except as follows: (a) 3.10.1 The initial Gross Asset Value of any asset contributed (or deemed contributed under Regulations Section 1.708-l(b)(l)(iv1(b)(1)(iv)) by a Member to the Company will shall be the fair market value of the asset on the date of the contribution, as reasonably approved Approved by the ManagersMembers. (b) 3.10.2 The Gross Asset Values of all Company assets will shall be adjusted to equal the respective fair market values of the assets, as reasonably approved Approved by the ManagerMembers: (i) 3.10.2.1 If the Managers approve Members reasonably Approve that an adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company, as a result of (yi) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; or (zii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; and (ii) 3.10.2.2 As of the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g). (c) 3.10.3 The Gross Asset Value of any Company asset distributed to any Member will shall be the gross fair market value of the asset on the date of distribution as reasonably approved Approved by the ManagersMembers (less any liabilities assumed by the distributee Member or to which such asset is subject as of the time of distribution). (d) 3.10.4 The Gross Asset Values of Company assets will shall be increased or decreased to reflect any adjustment to the adjusted basis of the assets under [21] 26 Code Section 734(b) or 743(b), but only to the extent that the adjustment is taken into account in to determining Capital Accounts under Regulations Section 1.704-l(b)(2)(iv)(m1(b)(2)(iv)(m), provided that Gross Asset Values will shall not be adjusted under this paragraph 9.10(d) Section 3.10.4 to the extent that the Managers approve Members reasonably Approve that an adjustment under paragraph 9.10(b) Section 3.10.2 is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this paragraph 9.10(d). (e) Section 3.10.4. After the Gross Asset Value of any asset has been determined or adjusted under paragraph 9.10(a)Section 3.10.1, 9.10(b) 3.10.2 or 9.10(d)3.10.4, Gross Asset Value will shall be adjusted by the depreciation taken into account with respect to the asset for purposes of computing Profits or Losses.

Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, is shall be the adjusted basis for federal income tax purposes of that asset, except as follows: (a) 3.10.1 The initial Gross Asset Value of any asset contributed (or deemed contributed under Regulations Section 1.708-l(b)(l)(iv1(b)(1)(iv)) by a Member to the Company will shall be the fair market value of the asset on the date of the contribution, as reasonably approved Approved by the ManagersMembers. (b) 3.10.2 The Gross Asset Values of all Company assets will shall be adjusted to equal the respective fair market values of the assets, as reasonably approved Approved by the ManagerMembers: (i) 3.10.2.1 If the Managers approve Members reasonably Approve that an adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company, as a result of (yi) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; or (zii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; and (ii) 3.10.2.2 As of the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g). (c) 3.10.3 The Gross Asset Value of any Company asset distributed to any Member will shall be the gross fair market value of the asset on the date of distribution as reasonably approved Approved by the ManagersMembers (less any liabilities assumed by the distributee Member or to which such asset is subject as of the time of distribution). (d) 3.10.4 The Gross Asset Values of Company assets will shall be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Section 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Regulations Section 1.704-l(b)(2)(iv)(m1(b)(2)(iv)(m), provided that Gross Asset Values will shall not be adjusted under this paragraph 9.10(d) Section 3.10.4 to the extent that the Managers approve Members reasonably Approve that an adjustment under paragraph 9.10(b) Section 3.10.2 is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this paragraph 9.10(d). (e) Section 3.10.4. After the Gross Asset Value of any asset has been determined or adjusted under paragraph 9.10(a)Section 3.10.1, 9.10(b) 3.10.2 or 9.10(d)3.10.4, Gross Asset Value will shall be adjusted by the depreciation taken into account with respect to the asset for purposes of computing Profits or Losses.

Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, is shall be the adjusted basis for federal income tax purposes of that asset, except as follows: (a) 3.10.1 The initial Gross Asset Value of any asset contributed (or deemed contributed under Regulations Section 1.708-l(b)(l)(iv1(b)(1)(iv)) by a Member to the Company will shall be the fair market value of the asset on the date of the contribution, as reasonably approved Approved by the ManagersMembers. (b) 3.10.2 The Gross Asset Values of all Company assets will shall be adjusted to equal the respective fair market values of the assets, as reasonably approved Approved by the ManagerMembers: (i) 3.10.2.1 If the Managers approve Members reasonably Approve that an adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company, as a result of (yi) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; or (zii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; and (ii) 3.10.2.2 As of the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g). (c) 3.10.3 The Gross Asset Value of any Company asset distributed to any Member will shall be the gross fair market value of the asset on the date of distribution as [21] 26 reasonably approved Approved by the ManagersMembers (less any liabilities assumed by the distributee Member or to which such asset is subject as of the time of distribution). (d) 3.10.4 The Gross Asset Values of Company assets will shall be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Section 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Regulations Section 1.704-l(b)(2)(iv)(m1(b)(2)(iv)(m), provided that Gross Asset Values will shall not be adjusted under this paragraph 9.10(d) Section 3.10.4 to the extent that the Managers approve Members reasonably Approve that an adjustment under paragraph 9.10(b) Section 3.10.2 is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this paragraph 9.10(d). (e) Section 3.10 4. After the Gross Asset Value of any asset has been determined or adjusted under paragraph 9.10(a)Section 3.10.1, 9.10(b) 3.10.2 or 9.10(d)3.10.4, Gross Asset Value will shall be adjusted by the depreciation taken into account with respect to the asset for purposes of computing Profits or Losses.