Decreased by. (A) All distributions, whether of the capital or income, to or for the account of the Member (other than payments received by the Member in repayment of any loan);
(B) The Member's share of losses of the Company determined during each fiscal year pursuant to this Agreement; and
(C) The agreed fair market value of any property (less liabilities assumed by the Member) distributed by the Company to the Member. The foregoing provisions are intended to comply with the provisions contained in Treasury Regulations 1.704-1(b)(2)(iv) under the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and capital accounts shall be maintained in accordance with these provisions.
Decreased by. (i) All losses and deductions that, as of the end of the applicable fiscal year, are reasonably expected to be allocated to the Member in years subsequent to the applicable fiscal year under Code Secs. 704(e)(2) and 706(d) and under Treas. Reg. Sec. 1.751‑1(b)(ii); and
(ii) Distributions that are reasonably expected to be made to the applicable Member to the extent that such distributions exceed offsetting increases in the applicable Member's Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made. Notwithstanding anything to the contrary contained herein, an Adjusted Capital Account Deficit shall be determined in accordance with Treas. Reg. Sec. 1.704‑1(b)(2)(ii)(d).
Decreased by. (1) The amount of cash distributed to the Member; and
(2) All items of Company deduction and loss allocated to the Member pursuant to Article 4 or other provisions of this Agreement.
Decreased by. (i) The amount of Net Loss and other items of loss and deduction computed as provided in Section 8.2 and allocated to such Member pursuant to Sections 8.3 and 8.4 hereof,
(ii) The amount of cash and the Net Agreed Value of any property distributed to such Member; and
Decreased by. (i) All losses and deductions that, as of the end of the applicable fiscal year, are reasonably expected to be allocated to such Partner in years subsequent to the applicable fiscal year under Code Section 704(e)(2) and 706(d)
Decreased by. (a) The amount of cash distributed to such Partner by the Partnership, including the amount of liabilities of such Partner assumed by the Partnership or secured by any property contributed by such Partner to the Partnership;
(b) The fair market value of any property distributed by the Partnership to such Partner (net of liabilities secured by such property which are considered to be assumed or taken "subject to" by such Partner);
(c) Items of expense described in Section 705(a)(2)(B) of the Code allocated to such Partner;
(d) Items of book loss and deduction which are allocated to such Partner; and
(e) By any Section 754 adjustment, or any other specially allocated tax adjustment. The foregoing provisions are intended to comply with Section 1.704-1(b) of the Regulations and shall be applied and interpreted accordingly. The Capital Accounts shall be adjusted in order to reflect allocations of depreciation, amortization, and gain and loss as computed for book purposes. Upon the transfer of any Partner's interest in the Partnership, the Capital Account of the transferor Partner shall carry over to the transferee Partner.
Decreased by. (1) an amount equal to the costs, expenses, and other expenditures (whether capitalized or expensed) relating to the Assets that are unpaid as of the Closing Date and assessed for or attributable to periods of time prior to the Closing Date regardless of how such costs, expenses, and other expenditures are calculated, provided that, to the extent the actual amounts cannot be determined prior to the Closing, a reasonable estimate of such costs, expenses, and other expenditures will be used (and for any such costs, expenses, or other expenditures that Buyer receives a decrease to the Purchase Price, Buyer will assume the liability and responsibility for payment thereof at Closing to the extent of such downward adjustment);
(2) all amounts owed by Seller to third parties as of the Closing Date under the Contracts, including Gas Imbalances existing at the Closing Date, and for the amounts that Buyer receives a downward adjustment to the Purchase Price, Buyer will assume the liability and responsibility for payment of such amounts at Closing; and
(3) to the extent retained by Seller (if any), all monies, proceeds, receipts, credits and income attributable to the Purchased Assets for all periods of time from and after, or attributable to the periods of time from and after, the Effective Time.
Decreased by. (i) the amount of cash and the Agreed Value of property distributed to such Owner,
(ii) that Owner's allocable share of losses and other items of deduction for federal income tax purposes,
(iii) that Owner's allocable share of expenditures described in Section 705(a)(2)(B) of the Code,
(iv) that Owner's depletion allowance with respect to any depletable Company property (for the Owner's taxable year that ends with or within the Company's taxable year) and the amount of any excess of such Owner's remaining adjusted tax basis in, any depletable Company property over such Owner's allocable share of the total amount realized from the sale or other disposition of such property,
(v) in the case of contributed property to which Section 2.9.4(d)(2) applies that is subject to an allowance for depreciation, depletion or amortization, the amount of depreciation, depletion or amortization that would have been allocated to such Owner under Section 2.9.4(d) if the adjusted basis of such contributed property on the date it was contributed to the Company had been equal to the amount credited to the contributing Owner's Capital Account pursuant to Section 2.9.4(c), and
(vi) in the case of contributed property to which Section 2.9.4(d)(2) applies that is sold (or deemed sold) or otherwise disposed of, the amount of loss that would have been allocated to such Owner under Section 2.9.4(d) if the adjusted basis of such contributed property on the date it was contributed to the Company had been equal to the amount credited to the contributing Owner's Capital Account pursuant to Section 2.9.4(c) and any depreciation, depletion or amortization deemed to be allowable with respect to such property prior to such sale or other disposition is the amount allocated to the Owner's Capital Account pursuant to Section 2.9.4(c)(2)(v).
Decreased by. (a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period; and
(b) any extraordinary or non-recurring gains increasing Consolidated Net Income of such Person for such period; provided that Consolidated EBITDA for such period shall be adjusted as follows (without duplication) as applicable;
(A) any net gain or loss resulting in such period from Swap Contracts that are not accounted for as fair value hedges under the Statement of Financial Accounting Standards Nx. 000 or International Accounting Standard No. 39 shall be excluded;
(B) any net gain or loss resulting in such period from currency translation gains or losses related to (i) currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk) and (ii) United Kingdom pension plans, shall be excluded;
(C) the cumulative effect of a change in accounting principles during such period shall be excluded;
(D) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded;
(E) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by Holdings or the Issuer, shall be excluded;
(F) the Consolidated Net Income for such period of any Person that is not a Subsidiary of Holdings, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Holdings shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Subsidiary thereof in respect of such period;
(G) effects of adjustments in Holdings' financial statements pursuant to GAAP resulting from the application of purchase accounting, net of taxes, shall be excluded;
(H) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Swap Contracts or other derivative instruments shall be excluded; and
(I) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GA...
Decreased by. 1.7.2.1 The amount of cash distributed to such Member by the Company, including the amount of liabilities of such Member assumed by the Company or secured by any property contributed by such Member to the Company;
1.7.2.2 The fair market value of any property distributed by the Company to such Member (net of liabilities secured by such property which are considered to be assumed or taken "subject to" by such Member);
1.7.2.3 Items of expense described in Section 705(a)(2)(B) of the Code allocated to such Member; and
1.7.2.4 Items of book loss and deduction which are allocated to such Member.
