Common use of Adjustment of Gross Asset Value Clause in Contracts

Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, shall be the adjusted basis for federal income tax purposes of that asset, except as follows: 3.10.1 The initial Gross Asset Value of any asset contributed (or deemed contributed under Regulations Section 1.708-1(b)(1)(iv)) by a Partner to the Partnership shall be the fair market value of the asset on the date of the contribution, as reasonably Approved by the Partners. 3.10.2 The Gross Asset Values of all Partnership assets shall be adjusted to equal the respective fair market values of the assets, as reasonably Approved by the Partners: 3.10.2.1 If the Partners reasonably Approve that an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership, as a result of (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution; or (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an interest in the Partnership; and 3.10.2.2 As of the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g). 3.10.3 The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of the asset on the date of distribution as reasonably Approved by the Partners (less any liabilities assumed by the distributee Partner or to which such asset is subject as of the time of distribution).