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Book Values Sample Clauses

Book ValuesFor purposes of determining a Member’s Capital Contributions and Capital Account, property held by the Company shall be taken into account in accordance with the following provisions: (i) The Book Value of any property contributed by a Member to the Company initially shall be the gross fair market value of the property. (ii) The Book Value of all Company property shall be adjusted to equal the respective gross fair market values of the property as of the following times, unless the Managers determine that such adjustment is not necessary to reflect the economic arrangement among the Members: (A) the acquisition of an additional Unit by any new or existing Member in exchange for services or more than a de minimis Capital Contribution; (B) the distribution by the Company to a Member of more than a de minimis amount of cash or property as consideration for a Unit; or (C) the liquidation of the Company within the meaning of Regulation §1.704-1(b)(2)(ii)(g). If any property is distributed to a Member, the Book Value of such property shall be adjusted to equal the gross fair market value of such property immediately before such distribution. (iii) The Book Values of Company property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to §734(b) or §743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation §1.704-1(b)(2)(iv)(m). (iv) The Book Value of Company property shall be adjusted by the Depreciation taken into account with respect to such property.
Book ValuesFor purposes of determining a Partner's Capital Contributions and Capital Account, property held by the Partnership shall be taken into account in accordance with the following provisions: (i) The Book Value of any property contributed by a Partner to the Partnership initially shall be the gross fair market value of the property. (ii) The Book Value of all Partnership property shall be adjusted to equal the respective gross fair market values of the property as of the following times, unless the General Partner determines that such adjustment is not necessary to reflect the economic arrangement among the Partners: (A) the acquisition of an additional Interest by any new or existing Partner in exchange for services or more than a de minimis Capital Contribution; (B) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an Interest; or (C) the liquidation of the Partnership within the meaning of Regulationss.1.704-1(b)(2)(ii)(g). If any property is distributed to a Partner, the Book Value of such property shall be adjusted to equal the gross fair market value of such property immediately before such distribution. In connection with the admission of UPREIT as a Partner and the contribution by UPREIT of the UPREIT Special Capital Contribution, the Capital Accounts of the Partners shall be adjusted so each Partner's Capital Account is equal to such Partner's Net Equity Value. (iii) The Book Values of Partnership property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to ss.734(b) or ss.743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation ss.1.704-1(b)(2)(iv)(m). (iv) The Book Value of Partnership property shall be adjusted by the Depreciation taken into account with respect to such property.
Book Values. Book Value shall be determined and adjusted in accordance with the following provisions: (a) The Book Value of any property contributed by a Member to the Company initially shall be the gross Fair Value of the property. (b) The Book Value of all Company property shall be adjusted to equal the respective gross Fair Values of the property as of the following times: (i) the acquisition of an additional Interest by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an Interest or (iii) the liquidation of the Company within the meaning of Regulations §1.704-1(b)(2)(ii)(g); provided, that an adjustment described in clauses (i) or (ii) of this Section 5.7(b) shall be made only if the Managers reasonably determine that such adjustment is necessary to reflect the relative economic interests of the Members in the Company. (c) The Book Value of any item of Company property distributed to any Member shall be adjusted to equal the gross Fair Value of such asset on the date of distribution. (d) The Book Values of Company property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to §734(b) or §743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations §1.704-1(b)(2)(iv)(m); provided, however, that Book Value shall not be adjusted pursuant to this Section 5.7 to the extent that an adjustment pursuant to Section 5.7(b) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 5.7(b). (e) The Book Value of Company property shall be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Net Profits and Net Losses. (f) The parties agree that the Book Value of the Company's assets was adjusted pursuant to Section 5.7(b) immediately prior to the Effective Date and that such adjustment was allocated to the Capital Accounts of the Members. The Capital Accounts of the Members following such adjustment and immediately prior to the Effective Date are set forth on Exhibit A.
Book ValuesFor purposes of determining a Member's ----------- Capital Contributions and Capital Account, property held by the Company shall be taken into account in accordance with the following provisions: (a) The Book Value of any property contributed by a Member to the Company initially shall be the gross fair market value of the property. (b) The Book Value of all Company property shall be adjusted to equal the respective gross fair market values of the property as of the following times: (i) the acquisition of additional Units by any new or existing Member in exchange for services or more than a de minimis Capital -- ------- Contribution; (ii) the distribution by the Company to a Member of more than a de -- minimis amount of Company property as consideration for any Units; or (iii) the ------- liquidation of the Company within the meaning of Regulation (S) 1.704- 1(b)(2)(ii)(g). The Book Value of any Company property that is distributed to a Member shall be adjusted to equal the gross fair market value of such property immediately before such distribution. (c) The Book Values of Company property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to (S) 734(b) or (S) 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation (S) 1.704-1(b)(2)(iv)(m). (d) The Book Value of Company property shall be adjusted by the Depreciation taken into account with respect to such property.
Book ValuesFor purposes of determining a Partner’s Capital Contributions and Capital Account, property held by the Partnership shall be taken into account in accordance with the following provisions: (a) The Book Value of any property contributed by a Partner to the Partnership initially shall be the gross fair market value of the property. (b) The Book Value of all Partnership property may be adjusted at the discretion of the General Partner to equal the respective gross fair market values of the property as of the following times: (i) the acquisition of an additional Interest by any new or existing Partner in exchange for services or more than a de minimis Capital Contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for an Interest; or (iii) the dissolution of the Partnership. If any property is distributed to a Partner, the Book Value of such property shall be adjusted to equal the gross fair market value of such property immediately before such distribution. (c) The Book Value of Partnership property shall be adjusted by the Depreciation taken into account with respect to such property.

Related to Book Values

  • Book Value The value of an asset on the books of the Company, before allowance for depreciation or amortization.

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • Minimum Consolidated Net Worth The Borrower will not permit its Consolidated Net Worth at any time to be less than the sum of (i) $250,000,000 plus (ii) thirty percent (30%) of the sum of the Consolidated Net Income of the Borrower (with any consolidated net loss during any fiscal quarter counting as zero) for each fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending June 30, 1997.

  • Values The participant must commit to and ensure the respect of basic EU values (such as respect for human dignity, freedom, democracy, equality, the rule of law and human rights, including the rights of minorities).

  • Minimum Consolidated Tangible Net Worth The Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the sum of (i) $750,000,000.00, plus (ii) seventy-five percent (75%) of the sum of (A) any additional Net Offering Proceeds after the date of this Agreement, plus (B) the value of interests in the Borrower or interests in REIT issued upon the contribution of assets to the Borrower or its Subsidiaries.

  • Average Invested Assets For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

  • Closing Balance Sheet (a) As soon as practicable following the Closing Date, Purchaser shall cause to be prepared the balance sheet of the Subject Company as of the Closing Date (the "Closing Balance Sheet"). Within fifteen (15) days following the Closing Date, Purchaser shall deliver the Closing Balance Sheet to Seller, accompanied by (i) a certificate of an executive officer of Purchaser to the effect that (except with respect to adjustments required by this Agreement) the Closing Balance Sheet has been prepared and presented consistent with GAAP, applied on a consistent basis with the preparation of the Financial Statements (as defined in Section 2.6), and fairly presents the financial position of the Subject Company as of the Closing Date and (ii) a statement documenting the calculation of the Working Capital ("Working Capital Calculation Statement"). The Closing Balance Sheet and Working Capital Calculation Statement shall be audited by Xxxxxx Xxxxxxxx LLP, independent public accountants of Purchaser ("Purchaser's Auditor"), and reviewed by KPMG Peat Marwick LLP, independent public accountants of Seller ("Seller's Auditor"), who will be afforded full access to all books and records of the Subject Company and work papers used by Purchaser's Auditor in its audit. Purchaser's Auditor will issue a report to Purchaser and Seller within forty-five (45) days of the Closing Date concerning their audit and stating that the Closing Balance Sheet has been prepared in accordance with GAAP, it being understood that the report of Purchaser's Auditor must be unqualified. (b) Within fifteen (15) days following the date on which the report of Purchaser's Auditor is delivered pursuant to Section 1.5(a), Seller shall give notice to Purchaser as to whether or not Seller's Auditor concurs with Purchaser's Auditor's report (such notice to contain Seller's Auditor's comments and exceptions to the Closing Balance Sheet, if any). If Seller gives notice that Seller's Auditor does not concur with Purchaser's Auditor's report and the parties are unable to mutually resolve Seller's Auditor's exceptions within ten (10) days following the date of such notice, then within twenty (20) days following the date of such notice Purchaser and Purchaser's Auditor and Seller and Seller's Auditor shall jointly select and retain an independent firm of certified public accountants of national standing and reputation (the "Independent Firm") for the purpose of resolving all remaining unresolved issues with respect to the Closing Balance Sheet and the Working Capital Calculation Statement. In the event that Seller and Seller's Auditor, on the one hand, and Purchaser and Purchaser's Auditor, on the other hand, are unable to agree upon the firm to be selected as the Independent Firm within such twenty (20) day period, then such selection shall be made by an independent arbitrator agreed upon from a list of three arbitrators supplied, at Purchaser's request, within five days after the expiration of the twenty-day period, to Purchaser and Seller from the American Arbitration Association, and the retention of the Independent Firm shall be made by Seller and Purchaser within five (5) days after such list is supplied. (c) Within ten (10) days following such retention of the Independent Firm, Seller shall cause Seller's Auditor, and Purchaser shall cause Purchaser's Auditor, to present to the Independent Firm the issue or issues that must be resolved with respect to the Closing Balance Sheet and the calculation of the Purchase Price. (d) Seller and Purchaser shall use their best efforts to cause the Independent Firm to render its decision as soon as is reasonably practicable, including, without limitation, prompt compliance with all reasonable requests by the Independent Firm for information, papers, books, records and the like; provided that Seller and Purchaser agree that the purpose of retention of the Independent Firm shall not include the conduct of its own independent audit of the Closing Balance Sheet, but rather shall be limited to resolving the issues presented to it and matters related thereto. All decisions of the Independent Firm with respect to the Closing Balance Sheet and the Working Capital Calculation Statement shall be final and binding upon both Seller and Purchaser. (e) Purchaser and Seller shall bear all fees, costs, disbursements and other expenses of their own respective auditor associated with performance of their respective functions pursuant to this Section 1.5. For purposes of this Agreement, payment of all fees, costs, disbursements and other expenses of the Independent Firm which are incurred pursuant to this Section 1.5 shall be (i) split evenly between Seller and Purchaser if the amount of Working Capital arrived at by the Independent Firm is in the range that is greater than 25% of the Working Capital Differential (as defined below) plus the Working Capital determined by Purchaser's Auditor and less than the difference of the Working Capital determined by Seller's Auditor minus 25% of the Working Capital Differential, or (ii) by (A) Seller, if the amount of the Working Capital arrived at by the Independent Firm is less than or equal to 25% of the Working Capital Differential plus the Working Capital determined by Purchaser's Auditor, or (B) Purchaser, if the amount of the Working Capital arrived at by the Independent Firm is greater than or equal to the difference of the Working Capital determined by Seller's Auditor minus 25% of the Working Capital Differential. The "Working Capital Differential" shall mean the amount of the Working Capital determined by Seller's Auditor less the amount of the Working Capital determined by Purchaser's Auditor.

  • Adjusted Tangible Net Worth On the Effective Date, Seller’s Adjusted Tangible Net Worth is not less than the amount set forth in Section 2.1 of the Pricing Side Letter.

  • Net Receivables Balance Seller has determined that, immediately after giving effect to each purchase hereunder, the Net Receivables Balance is at least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.

  • Net Asset Value The net asset value of each outstanding Share of the Trust shall be determined at such time or times on such days as the Trustees may determine, in accordance with the 1940 Act. The method of determination of net asset value shall be determined by the Trustees and shall be as set forth in the Prospectus or as may otherwise be determined by the Trustees. The power and duty to make the net asset value calculations may be delegated by the Trustees and shall be as generally set forth in the Prospectus or as may otherwise be determined by the Trustees.