Target Capital Account means the Capital Account of a Member as of the end of each fiscal year, increased by any amount that such Member is obligated to restore under this Agreement, is treated as obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), or is deemed obligated to restore under the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and (i)(5).
Target Capital Account has the meaning set forth in Section 6.5.1.
Target Capital Account means, with respect to any Member or the Managing Member, as of any date, an amount (which may be either a positive or a deficit balance) equal to the amount that such Member or the Managing Member would receive as a distribution if all assets of the Company as of such date were sold for cash equal to the book value of such assets on the books of the Company, all liabilities of the Company were satisfied to the extent required by their terms, and the net proceeds were distributed by the Company to the Members and the Managing Member pursuant to Section 4.1(b).
Examples of Target Capital Account in a sentence
No portion of the Profits for any Fiscal Year shall be allocated to a Member whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such Fiscal Year.
Without limitation, the Managing Partner may allocate in any particular fiscal period (i) items of income and gain to those Partners whose Capital Account balances are less than their Target Capital Account Amounts and (ii) items of loss and deduction to those Partners whose Capital Account balances are greater than their Target Capital Account Amounts, but in each case only up to an amount that would cause their Target Capital Account Amounts and Capital Account balances to be equivalent.
Net Profits and Net Losses and, if necessary, items of gross income shall be allocated to a Member whose Class B Common Interests are redeemed pursuant to Section 11.5(b) or Section 11.5(c) in the Company’s taxable year of such redemption to the extent such allocations are necessary to cause such Member’s Capital Account balance to equal such Member’s Target Capital Account.
If the Company has Profits for any Fiscal Year (determined prior to giving effect to this clause (a)), each Member whose Partially Adjusted Capital Account is greater than its Target Capital Account will be allocated, proportionately, items of Company expense or loss for such Fiscal Year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account.
No portion of such Profits, if any, will be allocated to a Member whose Partially Adjusted Capital Account for the period under consideration is greater than its Target Capital Account for such period; and no portion of such Losses, if any, will be allocated to a Member whose Target Capital Account for the period under consideration is greater than its Partially Adjusted Capital Account for such period.
More Definitions of Target Capital Account
Target Capital Account means, with respect to any Partner for any Fiscal Year, an amount (which may be either a positive or negative balance) equal to the hypothetical distribution (as described in the next paragraph) such Partner would receive, minus the Partner’s share of partnership minimum gain determined pursuant to U.S. Treasury Regulations Section 1.704-2(g), and minus the Partner’s share of partner nonrecourse debt minimum gain determined in accordance with U.S. Treasury Regulations Section 1.704-2(i)(5), all computed immediately prior to the following hypothetical sale: The hypothetical distribution to a Partner is equal to the amount that would be received by such Partner if all Partnership assets were sold for cash equal to their Carrying Values, all Partnership liabilities were satisfied to the extent required by their terms (limited, with respect to each Nonrecourse Liability or partner nonrecourse debt, to the Carrying Value of the assets securing each such liability), and the net assets of the Partnership were distributed in full to the Partners pursuant to Section 13.3(c), all as of the last day of such Fiscal Year;
Target Capital Account means, with respect to any Partner as of any Adjustment Date, an amount (which may be either a positive or deficit balance) equal to the amount such Partner would receive as a distribution if all of the Company’s assets as of such Adjustment Date were sold for cash equal to the Gross Asset Value of such assets, all of the Company’s liabilities were satisfied to the extent required by their terms, and the net proceeds were distributed on the Adjustment Date.
Target Capital Account means, with respect to any Member for any Fiscal Year or other period, an amount (which may be either a positive or negative balance) equal to (a) the hypothetical distribution (if any) such Member would receive if all Company Assets, including cash, were sold for cash equal to their Carrying Values (taking into account any adjustments to Carrying Values for such period), all Company liabilities were satisfied in cash according to their terms (limited, with respect to each Nonrecourse Liability of the Company, to the Carrying Values of the assets securing such liability), and the net proceeds of such sale to the Company (after satisfaction of said liabilities) were distributed in full pursuant to Section 10.3 on the last day of such period, minus (b) the sum of (i) such Member’s share of Company Minimum Gain and Member Minimum Gain immediately prior to such deemed sale, plus (ii) the amount, if any, which such Member is obligated to contribute to the capital of the Company pursuant to the terms of this Agreement as of the last day of such period (but only to the extent such capital contribution obligation has not been taken into account in determining such Member’s share of Member Minimum Gain).
Target Capital Account means, with respect to any Partner as of the last day of any Accounting Period, an amount (which may be either a positive or a deficit balance) equal to the amount that such Partner would receive as a distribution if all assets held by the Company on such date were sold for an aggregate amount of cash equal to the fair market value (as computed for Capital Account purposes as of such last day of such Accounting Period) of such assets, all liabilities were satisfied in accordance with their terms and all remaining cash were distributed to the Partners in accordance with the relevant provisions of Section 8 (computed after the contributions received and distributions made by the Company during the Accounting Period ending on such date have been taken into account as provided in Section 7.3).
Target Capital Account means, with respect to any Partner and any taxable year, an amount (which may be either a positive or a deficit balance) equal to (A) the amount that would be received by such Partner if all Partnership assets were sold for cash equal to their Gross Asset Value, all Partnership liabilities were satisfied to the extent required by their terms (limited, with respect to each partner non-recourse liability and partner non-recourse debt, as defined in Regulations Section 1.704-2(b)(4), to the Gross Asset Value of the assets securing such liability), and the net assets of the Partnership were distributed in full to the Partners as required pursuant to Section 8.2(a)(iv), all as of the last day of such taxable year, minus (B) the sum of (1) the Partner’s share of partner minimum gain determined pursuant to Regulations Section 1.704-2(g), and (2) the Partner’s share of the partner non-recourse debt minimum gain determined in accordance with Regulations Section 1.704-2(i)(5), in each case computed immediately prior to the hypothetical sale described above.
Target Capital Account means, with respect to each Member, and any Fiscal Year, an amount (which may be either a positive or a deficit balance) equal to the hypothetical distribution such Member should receive pursuant to the next sentence, and minus such Member’s share of Partnership Minimum Gain, determined pursuant to Treasury Regulations Section 1.704-2(b)(2), 1.704-2(d) and 1.704-2(g), and minus such Member’s share of Partner Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(i)(3) and 1.704-2(i)(5), all computed immediately prior to the hypothetical sale described in the next sentence. The hypothetical distribution to a Member is equal to the amount that would be received by such Member if all of Nevada JV’s assets were sold for cash equal to their Carrying Values (which shall not be adjusted on account of such hypothetical distribution), all of Nevada JV’s liabilities were satisfied to the extent required by their terms (limited, with respect to each Nonrecourse Liability or Partner Nonrecourse Debt, to the Carrying Value of the assets securing each such liability), and the net proceeds were distributed in full to the Members on a liquidation of Nevada JV pursuant to Section 8.1(c) of the Agreement, all as of the last day of such Fiscal Year. The value placed on the goodwill, if any, of Nevada JV for this purpose is limited to its Carrying Value.
Target Capital Account means, with respect to any Partner for any Fiscal Year, an amount equal to the hypothetical distribution such Partner would receive if all Partnership assets were sold for cash equal to their Gross Asset Values, all Partnership liabilities were satisfied to the extent required by their terms (limited, with respect to each nonrecourse liability, to the Gross Asset Value of the assets securing each such liability), and the net assets of the Partnership were distributed in full to the Partners pursuant to Sections 5.1 and 5.3.2, all as of the last day of such year.