Common use of Book Values Clause in Contracts

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.

Appears in 2 contracts

Sources: Operating Agreement (Hallmark Financial Services Inc), Operating Agreement (Hallmark Financial Services Inc)

Book Values. For purposes of determining a Member’s 's Capital Contributions and Capital Account, property held by the Company shall be taken into account in accordance with the following provisions: (ia) The Book Value of any property contributed by a Member to the Company initially shall be the gross fair market value of the property. (iib) 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: (Ai) the acquisition of an additional Unit Interest by any new or existing Member in exchange for services or more than a de minimis Capital Contribution; (Bii) the distribution by the Company to a Member of more than a de minimis amount of cash or Company property as consideration for a Unitan Interest; or (Ciii) the liquidation of the Company within the meaning of Regulation §1.704ss.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. (iiic) 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(bss.734(b) or §743(bss.743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation §1.704ss.1.704-1(b)(2)(iv)(m). (ivd) The Book Value of Company property shall be adjusted by the Depreciation taken into account with respect to such property.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Cross Media Marketing Corp)

Book Values. For purposes of determining a Member’s 's Capital ----------- Contributions and Capital Account, property held by the Company shall be taken into account in accordance with the following provisions: (ia) The Book Value of any property contributed by a Member to the Company initially shall be the gross fair market value of the property. (iib) 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: (Ai) the acquisition of an additional Unit Units by any new or existing Member in exchange for services or more than a de minimis Capital Contribution; -- ------- (Bii) the distribution by the Company to a Member of more than a de minimis -- ------- amount of cash or Company property as consideration for a Unitany Units; or (Ciii) the liquidation of the Company within the meaning of Regulation §1.704-(S) 1.704- 1(b)(2)(ii)(g). If The Book Value of any Company property that is distributed to a Member, the Book Value of such property Member shall be adjusted to equal the gross fair market value of such property immediately before such distribution. (iiic) 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). (ivd) The Book Value of Company property shall be adjusted by the Depreciation taken into account with respect to such property.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Pacific Aerospace & Electronics Inc)