Common use of Capital Account Adjustments for Revaluations Clause in Contracts

Capital Account Adjustments for Revaluations. Whenever the Company would be permitted to adjust the Capital Accounts of the Members pursuant to Treasury Regulation §1.704-1(b)(2)(iv)(f) to reflect revaluations of Company Property, the Company may so adjust the Capital Accounts of the Members. In the event that the Capital Accounts of the Members are adjusted pursuant to Treasury Regulation §1.704-1(b)(2)(iv)(f) to reflect revaluations of Company Property (a) the Capital Accounts of the Members shall be adjusted in accordance with Treasury Regulation §1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization and gain or loss, as computed for book purposes, with respect to such property, (b) the Members’ distributive shares of depreciation, depletion, amortization and gain or loss, as computed for tax purposes, with respect to such property shall be determined so as to take account of the variation between the adjusted tax basis and book value of such property in accordance with Code Section 704(c), and (c) the amount of upward and/or downward adjustments to the book value of any Company Property shall be treated as income, gain, deduction and/or loss for purposes of applying the allocation provisions of this Exhibit. Consistent with the requirements of Code Section 704(c) and the preceding sentence, the Company hereby adopts and shall use the “traditional allocation method” pursuant to Regulation Section 1.704-(3)(b) with no “curative allocations” to offset the effects of the “ceiling rule.” In the event that Code Section 704(c) applies to any Company Property, the Capital Accounts of the Members shall be adjusted in accordance with Treasury Regulation §1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization and gain and loss, as computed for book purposes, with respect to such Company Property.

Capital Account Adjustments for Revaluations. Whenever the Company would be permitted to adjust the Capital Accounts of the Members pursuant to Treasury Regulation §1.704-1(b)(2)(iv)(f) to reflect revaluations of Company Property, the Company may so adjust the Capital Accounts of the Members. In the event that the Capital Accounts of the Members are adjusted pursuant to Treasury Regulation §1.704-1(b)(2)(iv)(f) to reflect revaluations of Company Property (a) the Capital Accounts of the Members shall be adjusted in accordance with Treasury Regulation §1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization and gain or loss, as computed for book purposes, with respect to such property, (b) the Members’ distributive shares of depreciation, depletion, amortization and gain or loss, as computed for tax purposes, with respect to such property shall be determined so as to take account of the variation between the adjusted tax basis and book value of such property in accordance with Code Section 704(c), and (c) the amount of upward and/or downward adjustments to the book value of any Company Property shall be treated as income, gain, deduction and/or loss for purposes of applying the allocation provisions of this Exhibit. Consistent with the requirements of Code Section 704(c) and the preceding sentence, the Company hereby adopts and shall use the “traditional allocation method” pursuant to Regulation Section 1.704-(3)(b) with no “curative allocations” to offset the effects of the “ceiling rule.” In the event that Code Section 704(c) applies to any Company Property, the Capital Accounts of the Members shall be adjusted in accordance with Treasury Regulation §1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization and gain and loss, as computed for book purposes, with respect to such Company Property.

Capital Account Adjustments for Revaluations. Whenever the Company Partnership would be permitted to adjust the Capital Accounts of the Members Partners pursuant to Treasury Regulation §1.704-1(b)(2)(iv)(f) to reflect revaluations of Company Partnership Property, the Company Partnership may so adjust the Capital Accounts of the MembersPartners. Furthermore, whenever the Partnership would be permitted to adjust the Capital Accounts of the Partners pursuant to Treasury Regulation §1.704-1(b)(2)(iv)(q) to reflect revaluations of Partnership Property, upon the admission of a new partner, where the revaluations reflect and are consistent with the underlying economic arrangement of the Partners, the Partnership may so adjust the Capital Accounts of the Partners. The Capital Account adjustments shall be made in a manner that maintains equality between the aggregate governing Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, and is based, wherever practicable, on federal tax accounting principles. In the event that the Capital Accounts of the Members Partners are adjusted pursuant to Treasury Regulation Regulations §§1.704-1(b)(2)(iv)(f) or (q) to reflect revaluations of Company Partnership Property (a) the Capital Accounts of the Members Partners shall be adjusted in accordance with Treasury Regulation §1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization and gain or loss, as computed for book purposes, with respect to such property, (b) the MembersPartners’ distributive shares of depreciation, depletion, amortization and gain or loss, as computed for tax purposes, with respect to such property shall be determined so as to take account of the variation between the adjusted tax basis and book value of such property in accordance with the same manner as under Code Section 704(c), and (c) the amount of upward and/or downward adjustments to the book value of any Company Partnership Property shall be treated as income, gain, deduction and/or loss for purposes of applying the allocation provisions of this Exhibit. Consistent with the requirements of Code Section 704(c) and the preceding sentence, the Company hereby adopts and shall use the “traditional allocation method” pursuant to Regulation Section 1.704-(3)(b) with no “curative allocations” to offset the effects of the “ceiling rule.” Exhibit B. In the event that Code Section 704(c) applies to any Company Partnership Property, the Capital Accounts of the Members Partners shall be adjusted in accordance with Treasury Regulation §1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization and gain and loss, as computed for book purposes, with respect to such Company Partnership Property.