Adjustment of Gross Asset Value. Gross Asset Value", with respect to any asset, is the adjusted basis of that asset for federal income tax purposes, except as follows:
Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, is the adjusted basis for federal income tax purposes of that asset, except as follows:
(a) The initial Gross Asset Value of any asset contributed (or deemed contributed under Regulations Section 1.708-l(b)(l)(iv)) by a Member to the Company will be the fair market value of the asset on the date of the contribution, as reasonably approved by the Managers.
(b) The Gross Asset Values of all Company assets will be adjusted to equal the respective fair market values of the assets, as reasonably approved by the Manager:
(i) If the Managers approve that an adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company, as a result of (y) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; or (z) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company; and
(ii) As of the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g).
(c) The Gross Asset Value of any Company asset distributed to any Member will be the gross fair market value of the asset on the date of distribution as reasonably approved by the Managers.
(d) The Gross Asset Values of Company assets will be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Section 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Regulations Section 1.704-l(b)(2)(iv)(m), provided that Gross Asset Values will not be adjusted under this paragraph 9.10(d) to the extent that the Managers approve that an adjustment under paragraph 9.10(b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this paragraph 9.10(d).
(e) After the Gross Asset Value of any asset has been determined or adjusted under paragraph 9.10(a), 9.10(b) or 9.10(d), Gross Asset Value will be adjusted by the depreciation taken into account with respect to the asset for purposes of computing Profits or Losses.
Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, shall be the adjusted basis for federal income tax purposes of that asset, except as follows:
3.10.1 The initial Gross Asset Value of any asset contributed (or deemed contributed under Regulations Section 1.708-1(b)(1)(iv)) by a Partner to the Partnership shall be the fair market value of the asset on the date of the contribution, as reasonably Approved by the Partners.
3.10.2 The Gross Asset Values of all Partnership assets shall be adjusted to equal the respective fair market values of the assets, as reasonably Approved by the Partners:
3.10.2.1 If the Partners reasonably Approve that an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership, as a result of (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution; or (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an interest in the Partnership; and
3.10.2.2 As of the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g).
3.10.3 The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of the asset on the date of distribution as reasonably Approved by the Partners (less any liabilities assumed by the distributee Partner or to which such asset is subject as of the time of distribution).
Adjustment of Gross Asset Value. If the Gross Asset Value of an LLC Asset is adjusted pursuant to paragraph (b) of the definition of “Gross Asset Value,” all Members’ Capital Accounts shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such LLC Asset (that has not been reflected in the Capital Accounts previously) would be allocated among the Members if there were a taxable disposition of such LLC Asset for its fair market value (but not for less than the amount of any nonrecourse indebtedness secured by such LLC Asset).
Adjustment of Gross Asset Value. “Gross Asset Value”, with respect to any asset, is the adjusted basis of that asset for federal income tax purposes, except as follows:
(a) The initial Gross Asset Value of any asset contributed by a Member to the Company will be the fair market value of the asset on the date of the contribution, as determined by the Members; provided, however, that the initial Gross Asset Value of the Properties shall be determined in accordance with Section 2.5 of the Purchase Agreement.
(b) The Gross Asset Values of all Company assets will be adjusted to equal the respective gross fair market values (taking Code Section 7701(g) into account) of the assets, as determined by the Members, as of (1) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution, (2) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company if an adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company, (3) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), and (4) any other date that is required by Regulations Section 1.704-1(b)(2)(iv)(f).
(c) The Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross fair market value (taking Code Section 7701(g) into account) of the asset on the date of distribution.
(d) The Gross Asset Value of Company assets will be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Section 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), provided that Gross Asset Values will not be adjusted under this Section 9.2(d) to the extent that the Managing Member determines that an adjustment under Section 9.2(b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this Section 9.2(d).
(e) After the Gross Asset Value of any asset has been determined or adjusted under Section 9.2(a), 9.2(b) or 9.2(d), Gross Asset Value will be adjusted by the Depreciation taken into account with respect to the asset for purposes of computing Profits or Losses.
Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, shall be the adjusted basis for federal income tax purposes of that asset, except as follows:
3.10.1 The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the fair market value of the asset on the date of the contribution, as reasonably Approved by the Partners.
3.10.2 The Gross Asset Values of all Partnership assets shall be adjusted to equal the respective fair market values of the assets, as reasonably Approved by the Partners (subject to Section 5.10(iii)):
3.10.2.1 If the Partners reasonably Approve that an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership, as a result of (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a DE MINIMIS capital contribution; or (ii) the distribution by the Partnership to a Partner of more than a DE MINIMIS amount of Partnership property as consideration for an interest in the Partnership; and
3.10.2.2 As of the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g).
3.10.3 The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of the asset on the date of distribution as reasonably Approved by the Partners (subject to Section 5.10(iii)), less any liabilities assumed by the distributee Partner or to which such asset is subject as of the time of distribution.
3.10.4 The Gross Asset Values of Partnership assets shall be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Section 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Regulations Section 1.704-1(b)(2)(iv)(m), provided that Gross Asset Values shall not be adjusted under this Section 3.10.4 to the extent that the Partners reasonably Approve that an adjustment under Section 3.10.2 is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this Section 3.10.4. After the Gross Asset Value of any asset has been determined or adjusted under Section 3.10.1, 3.10.2 or 3.10.4, Gross Asset Value shall be adjusted by the depreciation taken into account with respect to the asset for purposes of computing Profits or Losses.
Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, shall be the adjusted basis for federal income tax purposes of that asset, except as follows:
10.1 The initial Gross Asset Value of any asset contributed (or deemed contributed under Regulations Section 1.708-1(b)(1)(iv)) by a Partner to the Partnership shall be the fair market value of the asset on the date of the contribution, as reasonably Approved by the Partners.
Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, shall be the adjusted basis for federal income tax purposes of that asset, except as follows:
Adjustment of Gross Asset Value. Gross Asset Value, with respect to any asset, shall be the adjusted basis for federal income tax purposes of that asset, except as follows:
3.8.1 Except as provided in Section 2.1.1, the initial Gross Asset Value of any asset contributed (or deemed contributed under Regulations Section 1.708-1(b)(1)(iv)) by a Partner to the Partnership shall be the fair market value of the asset on the date of the contribution, as Approved by the General Partners (subject to Section 5.9(iii).
3.8.2 The Gross Asset Values of all Partnership assets shall be adjusted to equal the respective fair market values of the assets, as Approved by the General Partners (subject to Section 5.9(iii):
3.8.2.1 If the Partners Approve that an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership, as a result of (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis capital contribution; or (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an interest in the Partnership; and
3.8.2.2 As of the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g).
3.8.3 The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of the asset on the date of distribution as Approved by the General Partners (subject to Section 5.9(iii) (less any liabilities assumed by the distributee Partner or to which such asset is subject as of the time of distribution).
Adjustment of Gross Asset Value. (a) The Gross Asset Value of all Company property shall be adjusted at the following times: (1) on the acquisition of an interest or additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (2) on the distribution of money or other property (other than a de minimis amount) by the Company to a Member as consideration for a Transferable Interest in the Company; and (3) on the liquidation of the Company within the meaning of Treasury Regulation §1.704-1(b)(2)(ii)(g), provided, however, that adjustments under clauses (1) and (2) above shall be made only in the event of a revaluation of Company property under Section 2.9(g) in accordance with Treasury Regulation §1.704-1(b)(2)(iv)(f).
(b) The Gross Asset Value of Company property shall be increased or decreased to reflect adjustments to the adjusted tax basis of the property under Internal Revenue Code §732, §733, or §743, subject to the limitations imposed by Internal Revenue Code §755 and Treasury Regulation §1.704-1(b)(2)(iv)(m).
(c) If the Gross Asset Value of an item of property has been determined or adjusted as specified in the definition of “Gross Asset Value in Section 14.1 or pursuant to paragraph (a) or (b) of this Section 3.11, the Gross Asset Value shall be adjusted by the Book Depreciation, if any, taken into account with respect to that property for purposes of computing Profits and Losses.
