Capital Account Adjustment. To the extent an adjustment to the adjusted tax basis of any asset of the Partnership pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to Regulation §1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its Partnership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partner in accordance with their interests in the Partnership in the event Regulation §1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner to whom such distribution was made in the event Regulation §1.704-1(b)(2)(iv)(m)(4) applies.
Capital Account Adjustment. If the Members so agree, upon the occurrence of an event described in Treas. Reg. § 1.704-1(b)(2)(iv)(f)(5), the Capital Accounts shall be restated in accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(f) to reflect the manner in which unrealized income, gain, loss or deduction inherent in the assets of the Company (that has not been reflected in the Capital Accounts previously) would be allocated between the Members if there were a taxable disposition of such assets for their fair market values, as determined in accordance with Section 4.1(a). For purposes of Section 4.1(a), a Member shall be treated as contributing the portion of the book value of any property that is credited to the Member’s Capital Account pursuant to the preceding sentence.
Capital Account Adjustment. If the Gross Asset Value of Company assets are adjusted as described in the definition of Gross Asset Value in Appendix 1, the Capital Accounts of all Members shall be adjusted simultaneously to reflect the aggregate net adjustment as if the Company recognized gain or loss equal to the amount of such net adjustment.
Capital Account Adjustment. A separate Capital Account will be maintained for each Member. Each Member's Capital Account will be increased by (i) the fair market value of each Member's additional Capital Contributions (net of liabilities secured by contributed property that the Company is considered to assume or take subject to under Section 752 of the Code); (ii) allocations to such Member of Profits; and (iii) allocations to such Member of income described in Section 705(a)(1)(B) of the Code. Each Member's Capital Account will be decreased by (i) the amount of money distributed to such Member by the Company; (ii) the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that such Member is considered to assume or take subject to under Section 752 of the Code); (iii) allocations to such Member of expenditures described in Section 705(a)(2)(B) of the Code; (iv) allocations to such Member of Losses; and (v) allocations to the account of such Member of Company loss and deduction as set forth in such Regulations, taking into account adjustments to reflect book value.
Capital Account Adjustment. For purposes of determining a Member's Capital Account, if, on liquidation and dissolution of the Company, some or all of the Company Assets are distributed to the Members in kind, Company Profits (or Losses) shall be increased by the Profits (or Losses) that would have been realized had such assets been sold for their respective Fair Market Values on the date of dissolution of the Company, as determined by the Liquidator. Any such increase pursuant to the preceding sentence: (a) shall be allocated to the Members in accordance with Article 13; and (b) shall increase (or decrease) the Members' Capital Account balance accordingly.
Capital Account Adjustment. The Tax Matters Partner may adjust the book value of all assets of the Company so as to equal their respective fair market value, as determined by the Tax Matters Partner in its reasonable discretion, upon the occurrence of any Revaluation Event. The Capital Accounts shall be increased or decreased (as appropriate) to reflect the revaluation of the Company’s assets in accordance with Treas. Reg. § 1.704- 1(b)(2)(iv)(f).
Capital Account Adjustment. The outstanding balance of DMB's Capital Contributions within Borrower shall be deemed to have been increased by an amount equal to the sum of (a) the Shortfall Advance plus (b) an amount (also, a "Shortfall Adjustment") equal to the Shortfall Adjustment Percentage times "a."
Capital Account Adjustment. To the extent that the Purchase Price is less than the trading price of the Units on The Nasdaq Global Market as of the Closing Date, Linn Energy intends to specially allocate items of book and taxable income to the Purchasers so that their capital accounts in their Units are consistent, on a per-unit basis, with the capital accounts of the other holders of Units (and thus to assure fungibility of all Units). Such special allocation will occur upon the earlier to occur of any taxable period of Linn Energy ending upon, or after, (i) a book-up event or book-down event in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) or a sale of all or substantially all of the assets of Linn Energy occurring after the date of the issuance of the Purchased Units or (ii) a transfer by a Purchaser of Units to a Person that is not an Affiliate of the holder. A Purchaser holding a Unit shall be required to provide notice to Linn Energy of the transfer of a Unit to a Person that is not an Affiliate of the Purchaser no later than the last Business Day of the calendar year during which such transfer occurred, unless by virtue of the application of clause (i) above, Linn Energy has determined that the Units transferred are consistent, on a per-unit basis, with the capital accounts of the other holders of Units.
Capital Account Adjustment. Prior to the Reorganization, the correlation between the Capital Account (as such term is used in the Lower Tier Partnership Agreements) and the percentage of shares of Common Stock the Dai-Ichi Entities shall receive in connection with the Reorganization shall be satisfactory to the Dai-Ichi Entities.
Capital Account Adjustment. Prior to the Reorganization, the correlation between the Capital Account (as such term is used in the Lower Tier Partnership Agreements) and the percentage of shares of Common Stock the Xxxxxxxxx Parties shall receive in connection with the Reorganization shall be satisfactory to the Xxxxxxxxx Parties.
