Book Values Sample Clauses

Book Values. For 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.
Sample 1Sample 2
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Book Values. For 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 Regulation § 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 and PR GP as Partners and the contributions by UPREIT and PR GP of the UPREIT Special Capital Contribution and the PR GP Special Capital Contribution, respectively, 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 § 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 Partnership property shall be adjusted by the Depreciation taken into account with respect to such property.
Sample 1
Book Values. For 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.
Sample 1
Book Values. For 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.
Sample 1
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.
Sample 1

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 Borrower shall not permit Consolidated Tangible Net Worth to be less than $600,000,000 plus eighty-five percent (85%) of the Net Proceeds of any Equity Issuance received after the Agreement Execution Date.

  • Average Invested Assets For a specified period, the average of the aggregate book value of the Assets invested, directly or indirectly, in equity interests in and loans secured by or related to real estate (including, without limitation, equity interests in REITs, mortgage pools, commercial mortgage-backed securities, mezzanine loans and residential mortgage-backed securities), 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 (i) As soon as practicable (and in no event later than 45 days after the Closing) the Company shall prepare and deliver to the Parent and the Shareholders' Representative a proposed actual closing consolidated balance sheet of the Company and its subsidiaries as of the opening of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the Audited Balance Sheets. Simultaneously with the preparation and delivery of the Closing Balance Sheet, the Company shall prepare and deliver to the Parent and the Shareholders' Representative a statement of "Closing Net Worth," defined herein as total assets, including cash, less total liabilities, excluding the outstanding balance of the Crestar Loan, each as set forth in the Closing Balance Sheet. (ii) If neither the Parent nor the Shareholders' Representative objects to the determination by the Company of the Closing Net Worth by written notice of objection (the "Notice of Objection") delivered to the other party within 20 days after the receipt of such statement, such Notice of Objection to describe in reasonable detail such party's proposed adjustments to the Closing Net Worth, the proposed Closing Net Worth shall be deemed final and binding. (iii) If either party delivers a Notice of Objection in respect of the Closing Net Worth, then any dispute shall be resolved in accordance with paragraph (b) of this Section 2.9. (iv) During the period that the Parent and the Shareholders' Representative are conducting their review of the determination of the Closing Net Worth, and subsequent to issuance of the Closing Balance Sheet, Parent and the Shareholders' Representative and their respective representatives shall have reasonable access during normal business hours to the workpapers, schedules, memoranda, and all of the documents, including accounting records and other information arising after the Closing Date, prepared or reviewed by the Company and its employees related to or arising in connection with the preparation of the Closing Balance Sheet and the determination of the Closing Net Worth. (v) The Company will make the work papers prepared in connection with its preparation of the Closing Balance Sheet available to each of the Parent and the Shareholders' Representative and their respective representatives at reasonable times and upon reasonable notice subsequent to the completion of their review of the Closing Balance Sheet and at any time during the resolution of any objections raised by any party with respect to the Closing Balance Sheet and the determination of the Closing Net Worth.

  • 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.

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