Book Values Clause Samples

The 'Book Values' clause defines how the value of assets, liabilities, or equity is determined based on the amounts recorded in the company's accounting records. Typically, this clause specifies that calculations for transactions such as buyouts, asset transfers, or financial reporting will use the figures shown in the company's official books, rather than market or appraised values. By referencing book values, the clause ensures consistency and objectivity in financial assessments, reducing disputes over asset valuation and providing a clear, standardized basis for financial decisions.
Book Values. For purposes of determining a Member’s Capital Contributions and Capital Account, property held by the Company shall be taken into account in accordance with the following provisions: (i) The Book Value of any property contributed by a Member to the Company initially shall be the gross fair market value of the property. (ii) The Book Value of all Company property shall be adjusted to equal the respective gross fair market values of the property as of the following times, unless the Managers determine that such adjustment is not necessary to reflect the economic arrangement among the Members: (A) the acquisition of an additional Unit by any new or existing Member in exchange for services or more than a de minimis Capital Contribution; (B) the distribution by the Company to a Member of more than a de minimis amount of cash or property as consideration for a Unit; or (C) the liquidation of the Company within the meaning of Regulation §1.704-1(b)(2)(ii)(g). If any property is distributed to a Member, the Book Value of such property shall be adjusted to equal the gross fair market value of such property immediately before such distribution. (iii) The Book Values of Company property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to §734(b) or §743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation §1.704-1(b)(2)(iv)(m). (iv) The Book Value of Company property shall be adjusted by the Depreciation taken into account with respect to such property.
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Book Values. For purposes of determining a Partner’s Capital Contributions and Capital Account, property held by the Partnership shall be taken into account in accordance with the following provisions: (i) The Book Value of any property contributed by a Partner to the Partnership initially shall be the gross fair market value of the property. (ii) The Book Value of all Partnership property shall be adjusted to equal the respective gross fair market values of the property as of the following times, unless the General Partner determines that such adjustment is not necessary to reflect the economic arrangement among the Partners: (A) the acquisition of an additional Interest by any new or existing Partner in exchange for services or more than a de minimis Capital Contribution; (B) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an Interest; or (C) the liquidation of the Partnership within the meaning of Regulation § 1.704-1(b)(2)(ii)(g). If any property is distributed to a Partner, the Book Value of such property shall be adjusted to equal the gross fair market value of such property immediately before such distribution. In connection with the admission of UPREIT and PR GP as Partners and the contributions by UPREIT and PR GP of the UPREIT Special Capital Contribution and the PR GP Special Capital Contribution, respectively, the Capital Accounts of the Partners shall be adjusted so each Partner’s Capital Account is equal to such Partner’s Net Equity Value. (iii) The Book Values of Partnership property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to § 734(b) or § 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation § 1.704-1(b)(2)(iv)(m). (iv) The Book Value of Partnership property shall be adjusted by the Depreciation taken into account with respect to such property.
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Book Values. For purposes of determining a Member's ----------- Capital Contributions and Capital Account, property held by the Company shall be taken into account in accordance with the following provisions: (a) The Book Value of any property contributed by a Member to the Company initially shall be the gross fair market value of the property. (b) The Book Value of all Company property shall be adjusted to equal the respective gross fair market values of the property as of the following times: (i) the acquisition of additional Units by any new or existing Member in exchange for services or more than a de minimis Capital -- ------- Contribution; (ii) the distribution by the Company to a Member of more than a de -- minimis amount of Company property as consideration for any Units; or (iii) the ------- liquidation of the Company within the meaning of Regulation (S) 1.704- 1(b)(2)(ii)(g). The Book Value of any Company property that is distributed to a Member shall be adjusted to equal the gross fair market value of such property immediately before such distribution. (c) The Book Values of Company property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to (S) 734(b) or (S) 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation (S) 1.704-1(b)(2)(iv)(m). (d) The Book Value of Company property shall be adjusted by the Depreciation taken into account with respect to such property.
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Book Values. For purposes of determining a Partner’s Capital Contributions and Capital Account, property held by the Partnership shall be taken into account in accordance with the following provisions: (a) The Book Value of any property contributed by a Partner to the Partnership initially shall be the gross fair market value of the property. (b) The Book Value of all Partnership property may be adjusted at the discretion of the General Partner to equal the respective gross fair market values of the property as of the following times: (i) the acquisition of an additional Interest by any new or existing Partner in exchange for services or more than a de minimis Capital Contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an Interest; or (iii) the dissolution of the Partnership. If any property is distributed to a Partner, the Book Value of such property shall be adjusted to equal the gross fair market value of such property immediately before such distribution. (c) The Book Value of Partnership property shall be adjusted by the Depreciation taken into account with respect to such property.
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Book Values. Book Value shall be determined and adjusted in accordance with the following provisions: (a) The Book Value of any property contributed by a Member to the Company initially shall be the gross Fair Value of the property. (b) The Book Value of all Company property shall be adjusted to equal the respective gross Fair Values of the property as of the following times: (i) the acquisition of an additional Interest by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an Interest or (iii) the liquidation of the Company within the meaning of Regulations §1.704-1(b)(2)(ii)(g); provided, that an adjustment described in clauses (i) or (ii) of this Section 5.7(b) shall be made only if the Managers reasonably determine that such adjustment is necessary to reflect the relative economic interests of the Members in the Company. (c) The Book Value of any item of Company property distributed to any Member shall be adjusted to equal the gross Fair Value of such asset on the date of distribution. (d) The Book Values of Company property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to §734(b) or §743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations §1.704-1(b)(2)(iv)(m); provided, however, that Book Value shall not be adjusted pursuant to this Section 5.7 to the extent that an adjustment pursuant to Section 5.7(b) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 5.7(b). (e) The Book Value of Company property shall be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Net Profits and Net Losses. (f) The parties agree that the Book Value of the Company's assets was adjusted pursuant to Section 5.7(b) immediately prior to the Effective Date and that such adjustment was allocated to the Capital Accounts of the Members. The Capital Accounts of the Members following such adjustment and immediately prior to the Effective Date are set forth on Exhibit A.
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Related to Book Values

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • Minimum Consolidated Net Worth Consolidated Net Worth will at no time be less than $550,000,000 plus 25% of the consolidated net income of the Borrower at the end of each fiscal quarter for each fiscal year commencing after the fiscal year ending December 31, 1994.

  • Values The participant must commit to and ensure the respect of basic EU values (such as respect for human dignity, freedom, democracy, equality, the rule of law and human rights, including the rights of minorities).

  • Minimum Consolidated Tangible Net Worth Commencing with the Fiscal Quarter ending June, 2006, Consolidated Tangible Net Worth will at no time be less than a cumulatively increasing amount equal to the sum of (i) $130,000,000 plus (ii) 50% of the Consolidated Net Income for each Fiscal Quarter ending September 20, 2006 and thereafter. In determining the minimum Consolidated Tangible Net Worth required by this Section 5.03, any negative Consolidated Net Income, computed cumulatively on an annual basis, shall be excluded.

  • Average Invested Assets For a specified period, the average of the aggregate book value of the Assets before deducting depreciation, bad debts or other non-cash reserves computed by taking the average of such values at the end of each month during such period.