Compliance With Section 1. 704-1(b). The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Treasury Regulations, and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board of Directors determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Member), are computed in order to comply with such regulations, the Board of Directors may make such modification, provided that it is not likely to have a material effect on the amount distributable to any Member pursuant to Section 9.1 on the dissolution of the Company. The Board of Directors also shall (a) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulation Section 1.704-1(b)(iv)(g), and (b) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulation Section 1.704-1(b).
Compliance With Section 1. 704-1(b). The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. In the event the Managing Member shall determine that it is prudent to modify the manner in which the Capital Accounts are computed in order to comply with such Treasury Regulations, the Managing Member may make such modification, notwithstanding anything in Section 11.2 to the contrary. The Managing Member also shall (a) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of the Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g), and (b) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Section 1.704-1(b).
Compliance With Section 1. 06. Upon the transfer of the NexGen Shares (i) K-1 shall deliver the resignations of the board of directors and officers, and Kirch shall be nominatex xxx appointed to the board of directors of NexGen Newco pursuant to Section 1.06(i), (ii) Gary T. Lafferty shall xxxx xxxx xxxxxxted and appointed as a director of NexGen Newco pursuant to Section 1.06(ii); Messrs. Hermann Burckhardt and Xxxxxxx Xxxxxxxxxx shalx xxxx xxxx xxxxxxted and appointed as directors of NexGen Newco pursuant to Section 1.06(iii); and (iv) officers of NexGen Newco shall have been nominated and appointed pursuant to Section 1.06(iv).
Compliance With Section 1. 06. Upon the transfer of the NexGen Shares (i) K-1 shall deliver the resignations of the board of directors and officers of K-1, and Kirch shall resign from xxx board of directors of Vision pursuant to Section 1.06(ii), (ii) the directors of Vision shall be Lafferty, and Messrs. Hxxxxxx Xurckhardt xxx Xxxxxxx Xurckhardt pursxxxx xx Xxxxxxx 0.06(iii); and (iv) the officers of Vision shall have been nominated and appointed pursuant to Section 1.06(iii). 109
