Adjustments to Carrying Values. Consistent with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(f), and as provided in this Section 4.8(b), the Carrying Values of all Partnership Assets shall be adjusted upward or downward to reflect any Book Gains or Book Losses attributable to such Partnership Asset, as of the times of the adjustments provided in this Section 4.8(b), as if such Book Gain or Book Loss had been recognized on an actual sale of each such Partnership Asset and allocated pursuant to Section 6.1. Such adjustments shall be made as of the following times: (i) as of the end of the calendar quarter immediately prior to 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; (ii) as of the end of the calendar quarter immediately prior to the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership; (iii) upon the occurrence of a Listing Event or a Termination Event if the Advisor is entitled to a distribution under Section 5.1(d) or 5.1(e) as a result of such event, and (iv) at such other times as the General Partner may determine so long as such adjustment is made under generally accepted industry accounting practices within the meaning of Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5). In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Book Gain or Book Loss attributable to such Partnership Asset, as of the time any such asset is distributed. If the Carrying Values of the Partnership Assets are adjusted as a result of a Listing Event, the total Carrying Value of all Partnership Assets shall be deemed to equal the Market Value plus the total amount of liabilities of the Partnership as of the date of the Listing Event. If the Carrying Values of the Partnership Assets are adjusted as a result of a Termination Event, the total Carrying Value of all Partnership Assets shall be deemed to equal the Appraised Value as of the Termination Date.
Adjustments to Carrying Values. (a) The Carrying Values of the Assets of the Partnership shall be adjusted in accordance with the procedures described in Section 1.D of Exhibit B to the Agreement; provided, however, that in order to minimize the administrative burden associated with the adjustments required by this Section 2(a) in connection with the distribution of the Cash Amount to an Equity Holder or an Indirect Equity Holder, the Partnership shall make the adjustments to the Carrying Values of the Partnership's assets (and the resulting adjustments to the Capital Accounts of the Partners) only upon the happening of the most material event during the calendar year that is described in Section 1.D(2) of Exhibit B to the Agreement (the "Annual Adjustment") and; provided further that upon the distribution of the Cash Amount to an Equity Holder or an Indirect Equity Holder or, at the option of the General Partner, upon the occurrence of any other event described in Section 1.D(2) of Exhibit B to the Agreement, that occurs during any year other than as of the date of the Annual Adjustment, the Partnership shall, at the time of such distribution, make adjustments to the Carrying Values of the Partnership's assets in accordance with the procedures described in Section 1.D of Exhibit B to the Agreement for purposes of adjusting the Capital Account of an Equity Holder, or such Indirect Equity Holder who has exercised his Redemption Right or such other affected Partner, but no such adjustments shall be necessary at such time with respect to the Capital Account balances of Partners who remain Partners through the date of the Annual Adjustment or are otherwise not directly affected by any such other event.
(b) Any determination of the fair market value of Partnership assets pursuant to Section 1.D of Exhibit B to the Agreement (for purposes of calculating Unrealized Gain or, Unrealized Loss), with respect to adjusting the Carrying Values of Partnership assets in connection with the exercise of Redemption Rights by an Equity Holder or any Indirect Equity Holder shall be made by assuming that the aggregate fair market value of all Partnership assets is equal to the aggregate Cash Amount that would be distributed by the Partnership if all Partnership Units held by all Partners (including the General Partner) were redeemed in exchange for the Cash Amount with respect to each such Partnership Unit at such time, provided, however, such valuation methodology shall not be utilized for purposes of determ...
Adjustments to Carrying Values. (i) On an issuance of additional Trust Units for cash or other property and immediately prior to any distribution to a Unitholder (other than a distribution of cash that is not in redemption or retirement of a Trust Unit), the Tax Matters Partner may cause the Carrying Value of each Trust property to be adjusted as of the beginning of the next taxable period to be equal to fair market value thereof (taking into account Section 7701(g) of the Internal Revenue Code), as determined by the Tax Matters Partner using such reasonable method of valuation as it may adopt. The Tax Matters Partner shall not adjust the Carrying Values of Trust property upon the issuance of Trust Units in exchange for Series A Exchangeable Shares of New Enterra that the Trust acquires pursuant to the Exchangeable Shares Provisions (as defined in the Information Circular).
(ii) After any adjustment of Carrying Values pursuant to subsection 17.10(b)(i) hereof, the Tax Matters Partner shall determine the way, if any, in which such changes in Carrying Value shall affect the allocations for United States federal income tax purposes pursuant to Section 17.12 hereof of the items of income, gain, loss, deduction and credit that are recognized by the Trust for such purposes. Any such determination shall be entered in the records of the Trust.
Adjustments to Carrying Values. In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), in connection with either:
(i) the contribution of money or other property (other than a de minimis amount) to the Partnership by a new or existing Partner in consideration for an interest in the Partnership; or
(ii) 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 an interest in the Partnership, the Capital Accounts of all Partners and the Carrying Values of all Partnership properties may at the sole discretion of the Managing Partner be adjusted (consistent with the provisions hereof) upwards or downwards to reflect any Unrealized Gain or Unrealized Loss attributable to each Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized upon an actual sale of each such property at such time and had been allocated to the Partners pursuant to Section 5.2. For purposes of determining such Unrealized Gain or Unrealized Loss, the fair market value of Partnership assets shall be determined by the Managing Partner using such reasonable methods of valuation as it, in its sole discretion, deems appropriate.
Adjustments to Carrying Values. (i) Consistent with the provisions of Treasury Regulations Section 1.704- 1(b)(2)(iv)(f), and as provided in Section 3.4(c)(ii), the Carrying Values of all Partnership Assets may, in the discretion of the General Partner, be adjusted upward or downward to reflect any Book Gains or Book Losses attributable to such Partnership Assets, as of the times provided in Section 3.4(c)(ii), as if such Book Gain or Book Loss had been recognized on an actual sale of each such Partnership Asset and allocated pursuant to Section 4.1.
(ii) Such adjustments may, in the discretion of the General Partner, be made as of the following times: (1) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Limited Partner in exchange for more than a de minimis Capital Contribution; (2) immediately prior to the distribution by the Partnership to a Limited Partner of more than a de minimis amount of money or other property as consideration for an interest in the Partnership; and (3) immediately prior to the liquidation of the Partnership.
(iii) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership Assets distributed in kind shall be adjusted upward or downward to reflect any Book Gain or Book Loss attributable to such Partnership Asset, as of the time any such asset is distributed.
Adjustments to Carrying Values. Consistent with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(f), and as provided in Section 2.3B, the Carrying Value of each Company asset shall be adjusted upward or downward to reflect any Book Gain or Book Loss attributable to such Company asset, as of the times of the adjustments provided in Section 2.3B hereof, as if such Book Gain or Book Loss had been recognized on an actual sale of each such Company asset and allocated pursuant to Section 3.1.
Adjustments to Carrying Values. A. Consistent with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(f), and as provided in Section 2.3B, the Carrying Value of each Company asset shall be adjusted upward or downward to reflect any Book Gain or Book Loss attributable to such Company asset, as of the times of the adjustments provided in Section 2.3B hereof, as if such Book Gain or Book Loss had been recognized on an actual sale of each such Company asset and allocated pursuant to Section 3.1.
B. Unless the Members otherwise agree, such adjustments shall be made as of any of the following times: (i) immediately prior to 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; (ii) immediately prior to the distribution by the Company to a Member of more than a de minimis amount of money or other property as consideration for an interest in the Company; (iii) in connection with the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); (iv) the grant of an interest in the Company as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity or in anticipation of being a Member; and (v) under generally accepted industry accounting practices within the meaning of Treasury Regulations Section 1.704-l(b)(2)(iv)(f)(5).
C. In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Value of each Company asset distributed in kind shall be adjusted upward or downward to reflect any Book Gain or Book Loss attributable to such Company asset, as of the time such asset is distributed.
