Adjustment to Capital Accounts. The Capital Account of each Partner shall be maintained strictly in accordance with the rules set forth in Section 1.7041(b)(2)(iv) of the Treasury Regulations. Subject to the preceding sentence, each Partner’s Capital Account shall be adjusted as follows:
Adjustment to Capital Accounts. Revaluation of Partnership --------------------------------------------- ----------- Property. If
(1) a new or existing Partner contributes money or other property -------- (other than a de minimis amount) to the Partnership as consideration for the -- ------- receipt of an interest in the Partnership greater than the Partnership interest owned prior to such contribution, or (2) there is a distribution of money or other property (other than a de minimis amount) by the Partnership to a retiring -- ------- or continuing Partner as consideration for the relinquishment of some or all of such Partner's interest in the Partnership, or (3) upon the Liquidation of the Partnership, the values of the Partnership's properties on its books ("book values") shall be adjusted to reflect their fair market value [taking into consideration Code (S)7701(g)] as of the date of the distribution, contribution or Liquidation of the Partnership, as the case may be; and, in such event, the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized Profits or Losses inherent in the Partnership's property (to the extent not reflected in the Partners' Capital Accounts) would be allocated among all the Partners under the terms of this Agreement, assuming that there was a fully taxable disposition of such property immediately preceding such contribution of money or other property to the Partnership, or immediately preceding the distribution of money or other property by the Partnership, or upon the date of the Liquidation of the Partnership, as the case may be, for such properties' fair market values as of such time. For purposes hereof, the fair market value of any Partnership property shall be determined by unanimous agreement of the Partners whose Capital Accounts are to be affected.
Adjustment to Capital Accounts. The parties agree that HMA L.P.’s and Foundation’s respective interests in the Company have been adjusted as of the effective date of the Restructuring Agreement to reflect the distributions described pursuant to Section 2.1 of the Restructuring Agreement. The parties shall maintain Capital Accounts in accordance with Regulations.
Adjustment to Capital Accounts. It is intended that the distributions set forth in Section 10.3(b) comply with the intention of Regulations § 1.704-1(b)(2)(ii)(b)(2) that liquidating distributions be made in accordance with positive Capital Accounts. However, if the balances in the Capital Accounts do not result in such requirement being satisfied, no change in the amounts of distributions pursuant to Section 10.3(b) shall be made, but rather, Profits (and items thereof) and Losses (and items thereof) will be allocated among the Members in accordance with Section 8.1(c) so as to cause the balances in the Capital Accounts to be in the amounts necessary so that, to the extent possible, such result is achieved.
Adjustment to Capital Accounts. (a) If the Asset Values of the Company's assets are adjusted pursuant to Section 2.5(b), then the Capital Accounts of all Members shall also be adjusted as though (i) there were a taxable disposition of the Company's assets for their fair market value on the date of such adjustment, (ii) the resulting income, gain, loss or deduction was allocated between the Members (to the extent that such income, gain, loss or deduction has not previously been reflected in the Capital Accounts of the Members) and (iii) the Members' distributive shares of depreciation, amortization and gain or loss with respect to such asset were determined so as to take into account the variation between the adjusted tax basis and the fair market value of such assets in the same manner as such variation is taken into account under Section 704(c) of the Code.
(b) If the Company distributes an asset to a Member in kind, and the fair market value of such asset differs from its adjusted basis for federal income tax purposes, the Capital Accounts of both Members shall be adjusted as though the Company had sold such asset for its fair market value on the date of such distribution and the resulting income, gain, loss or deduction had been allocated to the Members to the extent that such income, gain, loss or deduction had not previously been reflected in the Members' Capital Accounts.
(c) If the Asset Value of an item of Company Property differs from its adjusted basis for federal income tax purposes, and Section 704(c) of the Code applies to such Company Property, the Capital Accounts of the Members will be adjusted for allocations of depreciation or amortization computed in accordance with Section 2.23(d) and allocations of gain or loss computed in accordance with Section 2.23(d) in the manner set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(g).
Adjustment to Capital Accounts. (a) When Additional Capital Contributions are to be made in property, rather than cash, a value for such property shall be agreed in writing by both Members.
(b) Upon an Additional Capital Contribution by a Member, such Member shall receive a Capital Account credit for each such Additional Capital Contribution at the time and in the amount that such contribution is made. The Members shall make such Additional Capital Contributions pro rata in accordance with their respective Percentage Interests.
Adjustment to Capital Accounts. The parties to this Second Amendment have made a determination that the fair market value of the assets of the Partnership, immediately prior to the contributions required by this Second Amendment, is $25,000,000.00 (the "Current Valuation"). However, the parties further agree that the value of the assets is extremely speculative and may in fact be substantially more or substantially less than $25,000,000.00. The number of Units received by Xxxx, First Inning, Trout, Hamilton, Weston Entity, and MiniPat are based upon the parties' mutual determination that the value of the Partnership's assets immediately prior to closing of the sale of such additional Units is $25,000,000.00. The Capital Accounts of each of the Existing Partners shall be adjusted in accordance with Treasury Regulation 1.704-1(b)(2)(iv)(f) to reflect the Current Valuation as follows: SECOND AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF RACKSPACE, LTD. 3 Pre-Offering Post-Offering Adjusted Adjusted Partner Capital Account Capital Account ------- --------------- --------------- CLASS A ------- Yoo $ 7,487,999.97 $ 7,487,999.97 Xxxxxx 1,663,999.99 1,663,999.99 Elmendorf 832,000.00 832,000.00 Xxxxxx* 104,000.00 104,000.00 Xxxx* 104,000.00 104,000.00 CLASS B ------- Macroweb $ 20,800.00 $ 20,800.00 Trout 14,787,200.04 15,287,200.04 CLASS C ------- First Inning --- $ 1,300,000.00 Xxxx --- 2,560,000.00 Xxxxxxxx 500,000.00 Weston Entity --- 750,000.00 MiniPat --- 200,000.00 TOTAL $25,000,000.00 $30,810,000.00 --------------- --------------- *ASSIGNEE ONLY The parties agree that hereafter the Partners' Capital Accounts shall be adjusted, and the Partners' distributive shares of income, gain, loss and deduction of the Partnership, determined for purposes of computing their book Capital Accounts, shall be determined in accordance with, Treasury Regulations Sections 1.704-1(b) (including without limitation Sections 1.704-1(b)(2)(iv)(f) and (g)) and 1.704-2.
Adjustment to Capital Accounts. The Capital Account of each Owner shall be maintained in accordance with the final Treasury Regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986 (as amended from time to time, the "Code"), and from time to time shall be:
Adjustment to Capital Accounts. Upon receipt of such Additional Capital Contributions, the Capital Accounts and Percentage Interests of each Member shall be adjusted to reflect such additional contributions.
Adjustment to Capital Accounts. The combined Capital Accounts of the Members were adjusted immediately prior to the Capital Contributions of Impermanence and the Co-Packers and the issuance of Units to Impermanence adjusted to an aggregate value of $40,000,000. The Company and the Members believe that such adjustment was in error and that it was contrary to the intent of the future modification in the allocations of Net Income and Net Loss that are provided for in this Agreement. Accordingly the adjustment is cancelled as if it never occurred and the Capital Accounts of the Members shall be restored to their prior levels as subsequently adjusted by the allocation of Net Income and Net Loss and Distributions under the Original Agreement and thereafter under the provisions of this Agreement as of its Effective Date.
