Definition of Capital Account Sample Clauses

Definition of Capital Account. 50 The Capital Account of a Member as of any date shall equal the amount of the Member’s paid-in capital contribution increased by (i) any cash contributions he may make, (ii) the Gross Asset Value of any asset contributed by him to the Company (as determined immediately prior to such contribution), (iii) such Member’s distributive share of Company profits and income (including tax-exempt income), (iv) any increase in the basis of Company assets pursuant to Section 50(c) of the Code, and (v) the amount of any Company liabilities that are assumed by such Member or that are secured by any Company properties distributed to such Member, and decreased by (i) such Member’s distributive share of Company losses and deductions, (ii) cash distributed by the Company to such Member, (iii) the Gross Asset Value of any Company property distributed to such Member (as determined immediately prior to such distribution), (iv) the amount of any liabilities of such Member that are assumed by the Company or are secured by any properties contributed by such Member to the Company, (v) expenditures of the Company not deductible in computing its taxable income (such as syndication expenses, if any) and (vi) reductions in the basis of Company assets not otherwise taken into account (such as the reduction in basis provided by Section 50(c) of the Code). The Capital Accounts of all Members shall also be increased or decreased immediately prior to any Adjustment Date51 to reflect the aggregate net increase or 49 One or more member’s capital contributions can generate an additional return, if that is the business deal. See the discussion in the note at Section 7.7 50 This agreement features the “long form” description of how to compute a capital account. While some clients might prefer something shorter, its comprehensiveness can avoid problems later, and it also serves to comply with the IRS requirements in order for allocations to have “substantial economic effect.” The simple, sometimes-used alternative is “All members shall have a capital account maintained in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations.”
Sample 1
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Definition of Capital Account. The term "capital account," when used with respect to any Member, shall mean the aggregate amount contributed by such Member to the capital of the Company pursuant to Article 8, increased by (a) all additional contributions (including the fair market value of any property contributed by such Member, net of liabilities assumed by the Company or to which such property is subject), if any, made by such Member to the capital of the Company and (b) all amounts credited to the capital account of such Member pursuant to Articles 9, 11 and 19 and decreased by (i) all amounts charged to the capital account of such Member pursuant to Articles 9, 11 and 19, (ii) all amounts distributed to such Member pursuant to Article 10 and (iii) the fair market value of any property distributed by the Company to such Member (net of liabilities assumed by such Member and liabilities to which such property is subject).
Sample 1

Related to Definition of Capital Account

  • Composition of Capital Accounts A separate capital account shall be maintained by the Partnership for each Partner in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations promulgated thereunder. There shall be credited to each Partner’s capital account (i) the amounts of money contributed by the Partner to the Partnership, (ii) the fair market value of property contributed by the Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Code), and (iii) allocations to the Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax, as computed for book purposes, in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g), as set forth pursuant to Section 5.5 of this Agreement. Each Partner’s capital account shall be decreased by (i) the amount of money distributed to the Partner by the Partnership, (ii) the fair market value of property distributed to the Partner by the Partnership (net of liabilities secured by such distributed property that such Partner is considered to assume or take subject to pursuant to Section 752 of the Code), (iii) allocations to such Partner of expenditures of the Partnership described in Section 705(a)(2)(B) of the Code, and (iv) allocations of Partnership loss and deduction (or items thereof), including loss or deduction, computed for book purposes, as described in Treasury Regulation Section 1.704-1(b)(2)(iv)(g), as set forth pursuant to Section 5.5 of this Agreement. If the General Partner also acquires a Limited Partnership Interest in the Partnership, it shall nonetheless have a single capital account that reflects both its interest as a General Partner and its interest as a Limited Partner. If a Partner owns more than one Partnership Interest, such Partner shall nonetheless have a single capital account that reflects all Partnership Interests of such Partner.

  • Transfer of Capital Accounts The original Capital Account established for each substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such substituted Member succeeds, at the time such substituted Member is admitted to the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of the transfer of Shares. Any reference in this Agreement to a Capital Contribution of or distribution to a Member that has succeeded any other Member shall include any Capital Contributions or distributions previously made by or to the former Member on account of its Shares.

  • Maintenance of Capital Accounts The Company shall maintain a Capital Account for each Member on the books of the Company in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv) and, to the extent consistent with such provisions, the following provisions:

  • Establishment and Determination of Capital Accounts A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

  • Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.

  • Reduction of capital If the Borrower reduces its committed or subscribed capital; or

  • Distribution of Cash (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b).

  • Return of Capital Contributions No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

  • Status of Capital Contributions (a) No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account, except as otherwise specifically provided in this Agreement.

  • Withdrawals of Capital No Partner may withdraw capital related to such Partner’s GP-Related Partner Interests from the Partnership except (i) for distributions of cash or other property pursuant to Section 5.8, (ii) as otherwise expressly provided in this Agreement or (iii) as determined by the General Partner.

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