Closing Capital Accounts Sample Clauses

Closing Capital Accounts. A Closing Capital Account shall be established on the Fund’s books for each Limited Partner as of the end of each Accounting Period. Its amount shall be determined by adjusting the Opening Capital Account of the Limited Partner for the Accounting Period as follows: Any increase or decrease in the Fund NAV for the Accounting Period shall be credited or debited (as the case may be) Pro Rata to the individual Opening Capital Accounts of all Limited Partners, including the General Partner. If the Fund has multiple Classes, any increase or decrease in the net asset value of each Class for the Accounting Period shall be credited or debited (as the case may be) Pro Rata to the Capital Accounts relating to that Class, according to the Class Percentage of each Capital Account. However, if the General Partner determines that any increase or decrease in Fund NAV is not attributable to a particular Class, the item shall be allocated among all Capital Accounts according to the Fund Percentage of each Capital Account.
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Closing Capital Accounts. At the end of each fiscal quarter, the closing capital account for such fiscal quarter of each Partner shall be determined by adjusting the opening capital account for such fiscal quarter of each Partner in the following manner and order: [insert manner and order].
Sample 1
Closing Capital Accounts. There shall be established for each Partner on the books of the Partnership, as of the last day of each Accounting Period, a Closing Capital Account for such Accounting Period determined by adjusting the Opening Capital Account of such Partner for such Accounting Period for (a) additional Capital Contributions made by such Partner during such Accounting Period; (b) allocations pursuant to Section 6.3; and (c) allocations pursuant to Section 6.4 in respect of such Accounting Period. The foregoing provisions of this Section 6.2 regarding the maintenance of Capital Accounts shall be construed so as to comply with the provisions of the Treasury Regulations promulgated under Section 704 of the Code. The General Partner is hereby authorized to modify these provisions to the minimum extent necessary to comply with such Treasury Regulations.
Sample 1
Closing Capital Accounts. At the end of each fiscal year and on the date of termination of the Partnership, the Closing Capital Account of each Partner and each former Partner shall be determined by adjusting such Partner’s most recent Opening Capital Account to give effect to any additional Capital Contribution made by such Partner during such fiscal year and all amounts distributed to such Partner pursuant to Article IV with respect to such fiscal year (or shorter period in the event of a termination or dissolution of the Partnership. prior to the end of any fiscal year), and to reflect the credit or debit, as the case may be, of such Partner’s proportionate share based on its Partnership Percentage of any Net Operating Profits, any Net Operating Losses, any Net Realized Capital Gains and any Net Realized Capital Losses for such fiscal year (or such other shorter period), appropriately adjusted in the event of a change in Partner Percentage during such fiscal year (or such shorter period).
Sample 1
Closing Capital Accounts. The Closing Capital Account of each Partner as of the end of each Accounting Period shall be determined by adjusting the Opening Capital Account of such Partner for such Accounting Period in the following manner: any increase or decrease in the Net Assets of the Partnership (Net Assets, determined as set forth herein) for the Accounting Period shall be credited or debited (as the case may be) to the individual Opening Capital Accounts of all the Partners, including the Managing General Partner, in proportion to their respective Partnership Percentages.
Sample 1

Related to Closing Capital Accounts

  • Book Capital Accounts The Book Capital Account balance of each Holder shall be adjusted each day by the following amounts:

  • Negative Capital Accounts No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

  • Working Capital Adjustment The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Adjusted Working Capital (as hereinafter defined) is less than $150,000 on the Closing Date (the "Closing Adjusted Working Capital Amount"). The Company's Adjusted Working Capital shall mean the Company's current assets, less: (i) the portion of trade receivables that are more than 100 days past the original invoice date; (ii) an aggregate amount of Inventory exceeding $125,000; (iii) promissory notes or other amounts due from employees or Affiliates of the Company; and (iv) the Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Adjusted Working Capital Amount. The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount (the "Accountants' CAWCA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CAWCA Report to the Seller no later than sixty (60) days following the Closing Date. The determination of the Closing Adjusted Working Capital Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CAWCA Report within fifteen (15) days following their receipt of the Accountants' CAWCA Report. The Seller's objection, if any, to the Accountants' CAWCA Report (the "Seller's CAWCA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CAWCA Report and the Seller's calculation of the Closing Adjusted Working Capital Amount. Within ten (10) days after receipt of the Seller's CAWCA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CAWCA Response Notice"). If the Seller does not object to the Accountants' CAWCA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CAWCA Report, then the adjustment based on the then final Closing Adjusted Working Capital Amount (the "Final Adjusted Working Capital Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. If the Seller objects to the Accountants' CAWCA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Adjusted Working Capital Amount and the Final Adjusted Working Capital Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

  • Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

  • Deficit Capital Accounts No Member will be required to pay to the Company, to any other Member or to any third party any deficit balance that may exist from time to time in the Member’s Capital Account.

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.

  • Capital Accounts The Company will maintain a Capital Account for each Member on a cumulative basis in accordance with federal income tax accounting principles.

  • Capital Contributions and Capital Accounts (a) The value of the interests contributed by the Class A Certificateholders and the Class I Certificateholders shall equal the amount paid by such Certificateholders for such interests, respectively, and such amounts shall constitute the opening balance in their Capital Accounts (as hereinafter defined). The value of the interests contributed by the Class IC Certificateholder shall equal the fair market value of the Receivables contributed to the Tax Partnership less the value attributed to the Class A Certificateholders and the Class I Certificateholders, as described above. Such amount shall constitute the opening balance in the Class IC Certificateholder's Capital Account.

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