Capital Account Adjustments. Notwithstanding anything herein to the contrary other than the last sentence of Section 14.1(g), any gain or loss arising from an adjustment to the Gross Asset Value of any Partnership asset pursuant to clause (b) or (c) of the definition thereof shall be allocated (i) first, to the holders of the Parity Preferred Units, but only to the extent that they would have been allocated such gain pursuant to Section 6.1(a)(ii) or Section 6.1(a)(v) of this Agreement or such loss pursuant to Section 6.1(b)(viii) of this Agreement, as applicable, if such gain or loss had been actually realized; and (ii) second, and subject to Section 6.2(h) hereof, one hundred percent (100%) of the remainder of such gain or loss to the General Partner and the Additional Limited Partners (other than holders of Parity Preferred Units) pro rata in accordance with the relative number of Units held by each; provided, however, that for this purpose, the General Partner shall be treated as owning all of the outstanding Class A Units and all of the outstanding Original Limited Partnership Units in addition to the actual number of Units which the General Partner holds. An Additional Limited Partner (except for holders of Parity Preferred Units), at the time of admission to the Partnership, may elect with the consent of the General Partner to not receive special allocations of any gain or loss resulting from such adjustments.
Capital Account Adjustments. The following adjustments will be made to each Partner’s Capital Account:
4.4.1 As of the beginning of each Period, such Capital Account will be:
(a) increased by the amount of any additional Capital Contribution made by such Partner effective as of the beginning of such Period; and,
(b) decreased by
(i) the amount of any special charge assessed against such Partner as of the beginning of such Period pursuant to Section 2.3;
(ii) the amount of any withdrawal effective as of the end of the prior Period (regardless of whether a distribution on account of such withdrawal has, in fact, been made).
4.4.2 As of the end of each Period, such Capital Account will be:
(a) tentatively decreased for such Partner’s share of Losses or increased for such Partner’s share of Gains for such Period, in each case determined in accordance with Section 4.2;
(b) decreased by the amount of any dividends or distributions to such Partner during such Period; and
(c) decreased by any amount specially allocated to that Partner during such Period pursuant to Section 4.3 and any amounts reallocated to such Partner pursuant to Section 4.9.
Capital Account Adjustments. The following adjustments will be made to each Unit’s Capital Account:
4.4.1 As of the beginning of each Period, such Capital Account will be decreased by the amount of any special charge assessed against such Unit as of the beginning of such Period pursuant to Section 2.3.
4.4.2 As of the end of each Period, such Capital Account will be:
(a) tentatively decreased for such Unit’s share of Losses or increased for such Unit’s share of Gains for such Period, in each case determined in accordance with Section 4.2;
(b) decreased by the amount of any dividends or distributions on such Unit during such Period; and
(c) decreased by any amount specially allocated to that Unit during such Period pursuant to Section 4.3 and any amounts reallocated to such Unit pursuant to Section 4.8.
Capital Account Adjustments. (a) Notwithstanding any provision in this Agreement to the contrary, each Member's Capital Account shall be maintained and adjusted in accordance with the Code and the Treasury Regulations thereunder, including without limitation (i) the adjustments permitted or required by Code Section 704(b) and (ii) the adjustments required to maintain Capital Accounts in accordance with the "substantial economic effect test" set forth in the Treasury Regulations under Code Section 704(b).
(b) A Member's Capital Account shall be increased by (i) the amount of cash and the initial Book Value of any property contributed by such Member to the Company, (ii) such Member's allocable share of Profits, income and gain and (iii) the amount of any Company liabilities that are expressly assumed by such Member or that are secured by any Company property distributed to such Member.
(c) A Member's Capital Account shall be decreased by (1) the amount of cash and the Book Value of any Company property distributed to such Member pursuant to any provision of this Agreement, (2) such Member's allocable share of Losses, deductions and other losses and (3) the amount of any liabilities of such Member that are expressly assumed by the Company or that are secured by any property contributed by such Member to the Company.
(d) Upon the occurrence of certain events described in Treasury Regulations Section 1.704-1(b)(2)(iv)(f) (including, for the avoidance of doubt, in connection with the AMENDED AND RESTATED OPERATING AGREEMENT COBASYS LLC liquidation of the Company), the Management Committee shall increase or decrease the Capital Accounts of the Members to reflect a revaluation of Company property on the Company's books and any unrealized gain or loss shall be allocated in accordance with Article 4; provided that no such adjustment shall be required if the Management Committee unanimously determines that such adjustment would be de minimis or would otherwise have no effect on the distributions (including liquidating distributions) to which each Member is entitled hereunder.
(e) The Capital Account of each Member shall be determined after giving effect to all transactions which have been effected prior to the time when such determination is made giving rise to the allocation of Profits and Losses and to all contributions and distributions theretofore made. Any Person who acquires an Interest directly from a Member, or whose Percentage Interest shall be increased by means of a Disposition to it ...
Capital Account Adjustments. 1. For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Members' Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes; provided, however, that:
(a) Any deductions for depreciation, cost recovery or amortization (other than depletion under Section 611 of the Code) attributable to property contributed by a Member to the capital of the Company shall be determined as if the adjusted basis of such property on the date it was acquired by the Company was equal to the fair market value of the property as determined by the Members pursuant to Part B.7(a) hereof using such reasonable methods of valuation as they may adopt. Upon an adjustment to the Carrying Value of any Company property (other than property subject to depletion under Section 611 of the Code), any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined as if the adjusted basis of such property was equal to the Carrying Value of such property immediately following such adjustment.
(b) Any income, gain or loss attributable to the taxable disposition of any property (including any property subject to depletion under Section 611 of the Code) shall be determined by the Company as if the adjusted basis of such property as of such date of disposition was equal in amount to the Company's Carrying Value with respect to such property as of such a date.
(c) The computation of all items of income, gain, loss and deduction shall be made by the Company and, as to those items described in Section 705(a)(1)(B) or Section 705(a)(2)(B) of the Code, or treated as Section 705(a)(2)(B) expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the Treasury Regulations, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalizable for federal income tax purposes.
2. A transferee of a Membership Interest will succeed to the Capital Account relating to the Membership Interest transferred.
3. Upon an issuance of additional Membership Interests for cash or property, the Capital Accounts of all Members (and the Carrying Values of all Company properties) shall, immediately prior to such issuance, be adjusted (consistent with the provisions hereof) upward or downward to reflect any unrealized gain or unrealized ...
Capital Account Adjustments. For purposes of determining a Member's Capital Account, if, on liquidation and dissolution, some or all of the assets of th e Company are distributed in kind, the Company's profits (or losses) shall be increased by the profits (or losses) that would have been realized had such assets been sold for their Fair Market Value on the date of dissolution of the Company, as determined by the Liquidator. Such increase (i) shall be allocated to Members in accordance with Article VIII hereof and (ii) shall increase (or decrease) the Members' Capital Account balances accordingly, it being the general intent that the adjustments contemplated by this subsection shall have the effect, as nearly as possible, of causing the Members' Capital Account balances to be in proportion to their Percentage Interests.
Capital Account Adjustments. In the event of a forfeiture or repurchase of Restricted Common Interests, (i) the Capital Account balance, if any, with respect to such forfeited, repurchased and/or cancelled Restricted Common Interests shall be allocated to the Capital Accounts of the remaining Members in accordance with Section 6.1 hereof as if such Capital Account balance were Net Profit, (ii) items of Net Profit and Net Loss recognized by the Company for the period commencing on the first day of the taxable year in which such forfeiture or repurchase occurs and ending on the date on which such forfeiture, repurchase and/or cancellation occurs shall be allocated among the Members (including the Member subject to such forfeiture or repurchase) in accordance with Section 6.1 hereof as if such cancellation had not occurred, and (iii) items of Net Profit and Net Loss recognized by the Company after the date of forfeiture shall be allocated to each Member forfeiting a Restricted Common Interest in accordance with Section 6.1 hereof based on such forfeiting Member’s Restricted Common Interests, if any, that have not been forfeited, repurchased and/or cancelled.
Capital Account Adjustments. The Partnership will adjust each Partner’s Capital Account as follows:
Capital Account Adjustments. The following adjustments will be made in each of a Member’s Series Capital Accounts:
5.4.1 each such Series Capital Account will be increased by:
(a) the amount of any Additional Capital Contribution made by such Member; and
(b) any amount of Net Profits allocated to such Member; and
5.4.2 decreased by:
(a) the amount of any Management Fee and any special charge assessed against such Member pursuant to Section 3.3;
(b) the amount of any Mandatory Withdrawal (regardless of whether a distribution on account of such Mandatory Withdrawal has, in fact, been made);
(c) the amount of any distribution to such Member;
(d) any amount of Net Losses allocated to such Member any (including amount of fees and expenses duly accrued with respect to or charged to such Member);
(e) any amount specially allocated to that Member pursuant to Section 5.3 and any amounts reallocated to such Member pursuant to Section 5.8.
Capital Account Adjustments. For purposes of determining a Member's Capital Account, if, on liquidation and dissolution of the Company, some or all of the assets of the Company are distributed to the Members in kind, Company profits (or losses) shall be
