Common use of Adjustments to Carrying Values Clause in Contracts

Adjustments to Carrying Values. (i) Consistent with the provisions of U.S. Treasury Regulations Section 1.704-1(b)(2)(iv)(f), and as provided in Section 8.01(c)(ii), the Carrying Values of all Partnership assets shall be adjusted upward or downward to equal their respective gross Fair Market Value, as of the times of the adjustments provided in Section 8.01(c)(ii). (ii) Such adjustments shall be made as of the following times: (A) immediately prior to 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; (B) immediately prior to the distribution by the Partnership to a Partner of more than a de minimis amount of property (including cash) as consideration for an interest in the Partnership; (C) in connection with the grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity or in anticipation of being a Partner; and (D) under generally accepted industry accounting practices within the meaning of U.S. Treasury Regulations Section 1.704-l(b)(2)(iv)(f)(5); provided, however, that any adjustments pursuant to clauses (A), (B), (C) and (D) shall only be made if the General Partner reasonably determines that such adjustment is necessary to reflect the economic interests of the Partners hereunder or are required to satisfy the requirements of U.S. Treasury Regulations under Section 704(b) of the Code. (iii) In accordance with U.S. Treasury Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any gross Fair Market Value attributable to such Partnership asset, as of the time any such asset is distributed.