General Rules for Adjustment of Capital Accounts Sample Clauses
General Rules for Adjustment of Capital Accounts. The Capital Account of each Partner shall be adjusted as follows:
General Rules for Adjustment of Capital Accounts. The Capital Account of each Member shall be:
3.5.1 INCREASES. Increased by:
(i) Such Member's cash contributions;
(ii) The agreed fair market value of property contributed by such Member (net of liabilities secured by such contributed property that the LLC is considered to assume or take subject to under Code Section 752);
(iii) All items of LLC income and gain (including income and gain exempt from tax) allocated to such Member pursuant to Article 4 or other provisions of this Agreement; and
General Rules for Adjustment of Capital Accounts. The Capital Account of each Member shall be:
(i) increased by:
(A) the aggregate amount of such Member's cash contributions to the Company;
(B) the initial Book Value of property contributed by such Member to the Company;
(C) such Member's distributive share of Profits and items of income and gain allocated to such Member pursuant to Section 2.1(c)(iv) or ARTICLE 4;
(D) any positive adjustment to such Capital Account by reason of an adjustment to the Book Value of the Company assets; and
(E) the amount of Company liabilities assumed by such Member or which are secured by any property distributed to such Member; and
(ii) decreased by:
(A) cash distributions to such Member from the Company;
(B) the Book Value of property distributed in kind to such Member;
(C) such Member's distributive share of Losses and items of loss or deduction allocated to such Member pursuant to Section 2.1(c)(iv) or ARTICLE 4;
(D) any negative adjustment to such Capital Account by reason of an adjustment to the Book Value of Company assets;
(E) any amount charged to the Capital Account of such Member pursuant to Section 5.5(e); and
(F) the amount of any liabilities of such Member assumed by the Company or which are secured by property contributed by such Member to the Company.
General Rules for Adjustment of Capital Accounts. The Capital Account of the Member shall be:
General Rules for Adjustment of Capital Accounts. (a) To each Member's Capital Account there shall be credited such Member's Capital Contributions, such Member's allocated share of Profits and any items in the nature of income or gain that are specially allocated pursuant to Section 4.3 or 4.4 hereof, and the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member;
(b) To each Member's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any property distributed to such Member pursuant to any provision of this Agreement, such Member's allocated share of Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 4.3 or 4.4 hereof, and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company;
(c) In the event all or a portion of a Interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest; and
(d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) of this Section, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.
General Rules for Adjustment of Capital Accounts. The Capital ------------------------------------------------ Account of each Member shall be:
General Rules for Adjustment of Capital Accounts. The Capital Account of each Member shall be:
(i) increased by:
(A) the aggregate amount of such Member's cash contributions to the Company;
(B) the initial Book Value of property contributed by such Member to the Company, net of liabilities secured by such property that the Company is considered to assume or take subject to under Code section 752 and Treasury Regulations thereunder; and
(C) such Member's distributive share of Profits and items of income and gain allocated to such Member pursuant to Section 2.1(c)(iii) or Section 3.3; and
(ii) decreased by:
(A) cash distributions to such Member from the Company;
(B) the Book Value of property distributed in kind to such Member, net of liabilities secured by such property that such Member is deemed to assume or take subject to under Code section 752 and Treasury Regulations thereunder; and
(C) such Member's distributive share of Losses and items of loss or deduction allocated to such Member pursuant to Section 2.1(c)(iii) or Section 3.3.
General Rules for Adjustment of Capital Accounts. The Capital Account of each Member shall be:
(i) increased by:
(A) the aggregate amount of such Member's cash contributions to the Company;
(B) the initial Book Value of property contributed by such Member to the Company, net of liabilities secured by such property that the Company is considered to assume or take subject to Section 752 of the Code and the Treasury Regulations promulgated thereunder;
(C) such Member's distributive share of Profits and items of income and gain allocated to such Member pursuant to Section 3.1(c)(iii) or Section 4.3;
(D) any positive adjustment to such Capital Account by reason of an adjustment to the Book Value of the Company assets; and
(E) the amount of Company liabilities assumed by such Member or which are secured by any property distributed to such Member; and
(ii) decreased by:
(A) cash distributions to such Member from the Company;
(B) the Book Value of property distributed in kind to such Member, net of liabilities secured by such property that such Member is deemed to assume or take subject to Section 752 of the Code and the Treasury Regulations promulgated thereunder;
(C) such Member's distributive share of Losses and items of loss or deduction allocated to such Member pursuant to Section 3.1(c)(iii) or Section 4.3 ;
(D) any negative adjustment to such Capital Account by reason of an adjustment to the Book Value of Company assets;
(E) any amount charged to the Capital Account of such Member pursuant to Section 6.5(e); and
(F) the amount of any liabilities of such Member assumed by the Company or which are secured by property contributed by such Member to the Company.
General Rules for Adjustment of Capital Accounts. The Capital Account of each Member shall be:
(i) increased by:
(A) the aggregate amount of such Member’s cash contributions to the Company;
(B) the initial Book Value of property contributed by such Member to the Company;
(C) such Member’s allocable share of Profits and items of income and gain allocated to such Member pursuant to Section 2.1(c)(iii) or ARTICLE 4 (other than Section 4.6 and Section 4.7(a));
(D) any positive adjustment to such Capital Account by reason of an adjustment to the Book Value of the Company assets; and
(E) the amount of Company liabilities assumed by such Member or which are secured by any property distributed to such Member; and
(ii) decreased by:
(A) cash distributions to such Member from the Company;
(B) the Book Value of property distributed in kind to such Member;
(C) such Member’s allocable share of Losses and items of loss or deduction allocated to such Member pursuant to Section 2.1(c)(iii) or ARTICLE 4 (other than Section 4.7(a));
(D) any negative adjustment to such Capital Account by reason of an adjustment to the Book Value of Company assets;
(E) any amount charged to the Capital Account of such Member pursuant to Section 5.5(e); and
(F) the amount of any liabilities of such Member assumed by the Company or which are secured by property contributed by such Member to the Company.
General Rules for Adjustment of Capital Accounts. Subject to Section 4.4, the Capital Account of each Member shall be:
(a) increased by:
(i) the amount of the Member's cash contributions to the Company;
(ii) the agreed fair market value of any property contributed by the Member to the Company (net of liabilities secured by any such contributed property that the Company is considered to assume or take subject to for purposes of Code Section 752);
(iii) the amount of Profits allocated to the Member pursuant to Article V or other provisions of this Agreement and any items in the nature of income or gain which are specially allocated to the Member;
(iv) the amount of any Company liabilities assumed by the Member; and
(v) any other increases required by this Agreement or the Treasury Regulations; and
(b) decreased by:
(i) all amounts paid or distributed to the Member, other than amounts required to be treated as a payment for property or services under the Code;
(ii) the agreed fair market value of any property distributed in kind to the Member pursuant to this Agreement (net of any liabilities secured by such distributed property that such Member is considered to assume or take subject to for purposes of Code Section 752);
(iii) the amount of Losses allocated to the Member pursuant to Article V or other provisions of this Agreement and any items in the nature of expenses or losses which are specially allocated to the Member;
(iv) the amount of any liabilities of the Member assumed by the Company; and
(v) any other decreases required by this Agreement or the Treasury Regulations. In the event that any Shares are Transferred in accordance with the terms of this Agreement (except with respect to Transfers referred to in Section 3.6), the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Shares.