1Capital Accounts Sample Clauses
The 'Capital Accounts' clause defines how each partner's or member's individual equity account is established and maintained within a partnership or limited liability company. It typically outlines how initial contributions, additional investments, allocations of profits and losses, and distributions are recorded in these accounts. For example, if a partner contributes cash or property, the value is credited to their capital account, and subsequent profits or losses are added or subtracted accordingly. This clause ensures accurate tracking of each party's financial stake in the business, providing a clear record for distributions and ownership calculations.
1Capital Accounts. The Company shall maintain a separate capital account for each Member of a Series (each, a “Capital Account”) according to the rules of U.S. Department of Treasury Reg. §1.704-1(b)(2)(iv). For this purpose, the Company may, upon the occurrence of any of the events specified in U.S. Department of Treasury Reg. §1.704-1(b)(2)(iv)(f), increase or decrease the Capital Accounts in accordance with the rules of such regulation and U.S. Department of Treasury Reg. §1.704- 1(b)(2)(iv)(g) to reflect a revaluation of Company property. Items of Company income, gain, loss, expense or deduction for any fiscal period shall be allocated among the Members of each Series in such manner that, as of the end of such fiscal period and to the greatest extent possible, the Capital Account of each Member of a Series shall be equal to the respective net amount, positive or negative, that would be distributed to such Member from the Company or for which such Member would be liable to the Company under this Agreement, determined as if, on the last day of such fiscal period, the Company were to (a) liquidate the assets of the Company for an amount equal to their book value (determined according to the rules of U.S. Department of Treasury Reg. §1.704-1(b)(2)(iv)) and (b) distribute the proceeds in liquidation in accordance with Section 6.1. In the event of a permitted sale or exchange of an Interest of a particular Series in the Company, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Interest in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations. Except as otherwise specifically required in the Act or this Agreement, no Member shall have any liability to restore all or any portion of a deficit balance in such Member’s Capital Account.
1Capital Accounts. As used herein, “Capital Account” means the capital accounts to be established on the books of the Company and its Series for each Member or Series Member, maintained at all times during the term of the Company in accordance with the capital accounting rules set forth in the Code and accompanying Regulations Section 1.704-1(b)(2)(iv). The Manager will make all adjustments required by Regulations Section 1.704-1(b), as modified and supplemented by Regulations Section 1.704-2, including, without limitation, the adjustments contained in Regulations Section 1.704-1(b)(2)(iv)(g). If it is determined that the Capital Accounts have not been maintained as required by Regulations Section 1.704-1(b), as modified and supplemented by Regulations Section 1.704-2, then the Capital Accounts will be retroactively adjusted by the Manager so that they so conform. Without limiting Section 7.2, the Company will maintain a separate Capital Account for each Member and Series Member, maintained in such a manner to correspond with the capital of the Members and Series Members as reported for federal income tax purposes (in accordance with the requirements of Regulations Section 1.704-1(b)(2)(iv)), if applicable. The Capital Accounts will not bear interest. Neither the Company nor its Series will make a distribution or allocation to a Member or Series Member that would cause such Member or Series Member to have a negative Capital Account. If any such distribution occurs (i) the negative Capital Account in question will be treated as a loan from the Company or Series to the Member or Series Member in question; and (ii) the Member or Series Member on the one hand and the Company or Series on the other hand will promptly agree on commercially reasonable terms of repayment. At no time during the term of the Company or upon the dissolution and liquidation thereof will any Member or Series Member with a deficit balance in his/her/its Capital Account have any obligation to the Company, any Series, or the other Members or Series Members to restore such deficit balance, except as provided for herein. Notwithstanding any other provision of this Agreement, if any Member or Series Member has a deficit balance in his/her/its Adjusted Capital Account from an unexpected adjustment, allocation, or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), there will be specially allocated to such Member or Series Member such items of income and gain in an amount and manne...
1Capital Accounts. A separate Capital Account shall be maintained on the accounting books and records of the Partnership for each Partner. Such Capital Accounts shall be determined and maintained in strict accordance with the definition of Capital Account set forth in Section Two. 4.
1Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Member. Each Member’s Capital Accounts shall be credited with the amount of cash and Fair Market Value of property contributed by such Member to the Company, as set forth on Schedule A. Section 5.2Adjustments. As of the end of each Accounting Period, the balance in each Member’s Capital Account shall be adjusted by (i) increasing such balance by such Member’s (A) allocable share of each item of the Company’s income and gain for such Accounting Period (allocated in accordance with Section 7.1) and (B) the amount of cash and the Fair Market Value of any property (as of the date of the contribution thereof and net of any liabilities encumbering such property) contributed to the Company by such Member during such Accounting Period, if any, and (ii) decreasing such balance by (A) the amount of cash and the Fair Market Value of any property (as of the date of the distribution thereof and net of any liabilities encumbering such property) distributed to such Member during such Accounting Period and (B) such Member’s allocable share of each item of the Company’s loss and deduction for such Accounting Period (allocated in accordance with Section 7.1).
1Capital Accounts. There shall be established on the books and records of the Company a capital account (a “Capital Account”) for each Member with each Member’s Initial Capital Account set forth on Exhibit B. Each Member’s Capital Account shall be maintained in accordance with Code section 704(b) and the Regulations promulgated thereunder and adjusted as follows by (i) increasing such balance by (a) such Member’s allocable share of each item of the Company’s income and gain for such taxable period (allocated in accordance with Section 5.2) and (b) the capital contributions, if any, made (or deemed made) by such Member during such taxable period and (ii) decreasing such balance by (a) the amount of cash or the fair market value of securities or other property distributed to such Member pursuant to this Agreement and (b) such Member’s allocable share of each item of the Company’s loss and deduction for such taxable period (allocated in accordance with Section 5.2). Each Member’s Capital Account will be further adjusted with respect to any special allocations or adjustments pursuant to this Agreement.