Determination of Book Value of Partnership Assets Sample Clauses

Determination of Book Value of Partnership Assets. (a) Except as set forth below, Book Value of any Partnership asset is its adjusted basis for federal income tax purposes. (a) The initial Book Value of any assets contributed by a Partner to the Partnership shall be the gross fair market value of such assets. The Book Value of property and property rights contributed by LQSS and described in Section 4.1(b)(i) and (ii) shall be the amount allocated to them pursuant to Section 4.1(b). (b) The Book Values of all of the Partnership's assets shall be adjusted by the Partnership to equal their respective gross fair market values as of the following times: (a) the admission of a new Partner to the Partnership or acquisition by an existing Partner of an additional interest in the Partnership from the Partnership (including the acquisition of PPIs as set forth in Section 4.1(d)); (b) the distribution by the Partnership of money or property to a withdrawing, retiring or continuing Partner in consideration for the retirement of all or a portion of such Partner's interest in the Partnership; and (c) the termination of the Partnership for Federal income tax purposes pursuant to section 708(b)(1)(B) of the Code; provided, however, that no adjustment shall be made upon the issue of an OPI pursuant to Section 5.5(a)(iii) or Section 1.2(b) of Schedule C. The Partnership will not be required to make an adjustment upon the exercise of a warrant to acquire an OPI or upon a conversion of a PPI pursuant to Article III of Schedule C until the sum of the cumulative face amount of PPIs converted and the exercise price of warrants exercised since the last adjustment exceeds $15,000,000. In such case, the Partnership shall make at least one adjustment during the year and, if no other adjustment event occurs during the year and after the $15,000,000 threshold was reached, a required adjustment shall be made as of the date of the last PPI conversion or warrant exercise during the year. Upon a conversion of a PPI and an adjustment to the Book Values of Partnership assets under this Section, any resulting Capital Transaction Loss shall be first allocated to holders of OPIs whose Adjusted Capital Accounts are higher than the Adjusted Capital Accounts of the OPIs acquired on exercise of a warrant or on conversion in amounts and proportions to reduce the differences between such Adjusted Capital Accounts and any resulting Capital Transaction Gain shall first be allocated to the Capital Account of the OPIs acquired on exercise of a warrant ...
Sample 1
Determination of Book Value of Partnership Assets. (a) Except as set forth below, the Book Value of any Partnership asset is its adjusted basis for federal income tax purposes. (b) The initial Book Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset at the time of contribution, as determined by the General Partner and the Partner contributing such asset or, in the case of a contribution of property by the General Partner, as determined by the General Partner and the Fund III Partners. (c) The Book Value of any asset distributed to a Partner by the Partnership shall be the gross fair market value of such asset at the time of distribution. (d) Upon termination of the Partnership for federal income tax purposes under Code Section 708(b)(2)(B), the Book Value of all the Partnership's assets shall be adjusted by the Partnership to equal their respective gross fair market values. In addition, the Book Values of the Partnership's assets may be so adjusted as of the following times: (a) the admission of a new Partner to the Partnership or acquisition by an existing Partner from the Partnership of an additional interest in the Partnership, in each case in exchange for more than a de minimis amount of money or property; and (b) the distribution by the Partnership of more than a de minimis amount of money or property to a withdrawing, retiring or continuing partner in consideration for the retirement of all or a portion of such Partner's interest in the Partnership; provided that an adjustment described in clause (a) or clause (b) shall be made only if the Partners reasonably determine that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. The General Partner shall promptly report any such adjustment to the Limited Partners. (e) The Book Values of Partnership assets shall be increased (or decreased) to the extent of any adjustment to the basis of such assets pursuant to Code Section 734(b) or Code Section 743(b) that is taken into account in computing Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations; provided, however, that no such adjustment to Book Values shall be made without Approval of the Partners or a written determination by the Partnership's outside accountants that such adjustment is required under the Code. (f) If the Book Value of an asset has been determined or adjusted pursuant hereto, such Book Value shall thereafter be adjusted by the Deprec...
Sample 1
Determination of Book Value of Partnership Assets. 14.3.1 Except as set forth below, the Book Value of any Partnership asset is its adjusted basis for federal income tax purposes. 14.3.2 The initial Book Value of any assets contributed by a Partner to the Partnership shall be the gross Fair Market Value of such assets, which in the case of the assets contributed by the Partners as a part of its Initial Capital Contribution shall be determined in accordance with this Agreement. 14.3.3 To the extent required by Treasury Regulations Section 1.704-1(b)(2), the Book Values of all of the Partnership's assets shall be adjusted by the Partnership to equal their respective gross Fair Market Value, as determined by the Board of Representatives by unanimous vote, as of the following times: (a) the admission of a new Partner to the Partnership or acquisition by an existing Partner of an additional interest in the Partnership from the Partnership; (b) the distribution by the Partnership of money or property to a withdrawing, retiring or continuing Partner in consideration for the retirement of all or a portion of such Partner's interest in the Partnership; and (c) such other times as determined by the Board of Representatives by unanimous vote. If the Book Value of an asset has been determined or adjusted pursuant to the foregoing sentence, such Book Value shall thereafter be used in lieu of adjusted tax basis in computing Income and Loss. 14.3.4 The Book Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and Section 10.2.7; provided, however, that Gross Asset Value shall not be adjusted pursuant to this Section 14.3.4 to the extent that an adjustment was made pursuant to Section 14.3.3 of this definition in connection with a transaction that would otherwise have resulted in an adjustment pursuant to this Section 14.3.4. 14.3.5 The Book Value of a Partnership asset shall be adjusted for the depreciation and amortization of such asset taken into account in computing Loss and for Partnership expenditures and transactions that increase or decrease the assets federal income tax basis.
Sample 1
Determination of Book Value of Partnership Assets. (a) Except as set forth below, the Book Value of any Partnership asset is its adjusted basis for federal income tax purposes. 51 (b) The initial Book Value of any assets (other than cash) contributed by a Partner to the Partnership shall be the gross fair market value of such assets as determined by the General Partner. (c) The Book Values of all of the Partnership's assets shall be adjusted by the Partnership to equal their respective gross fair market values as of the following times: (i) upon the contribution of money or other property to the Partnership by a new Partner or an existing Partner as consideration for an interest in the Partnership; (ii) immediately prior to the sale of a substantial portion of, or all of, the Partnership's assets, the adoption of a plan of liquidation of the Partnership or a distribution of money or other property by the Partnership to a withdrawing, retiring or continuing Partner in consideration for the retirement of all or a portion of such Partner's interest in the Partnership; and (iii) immediately prior to (A) a conversion of the Partnership to corporate form pursuant to Section 6.16, (B) the consummation of the Initial Public Offering or (C) the consummation of any other underwritten sale of equity securities issued by a Partner formed for such purpose to the public pursuant to a Registration Statement. The Partnership will promptly report any such adjustment to the Partners. (d) If the Book Value of any asset of the Partnership is adjusted pursuant to the provisions of Section 8.5(c), the amount of such adjustment shall be taken into account, immediately prior to the event giving rise to such adjustment, as gain ("Book Up Gain") or loss ("Book Up Loss") from the disposition of such asset and shall be credited or charged to the Capital Accounts of the Partners as follows: (i) first, to the Partners so as to cause, as nearly as practicable, the Capital Account balances of the Partners to be in proportion to their respective Percentage Interests; provided that no allocations of Book Up Gain shall be made to Delinquent Partners; and (ii) thereafter, to the Partners in proportion to their respective Percentage Interests; provided that no allocations of Book Up Gain shall be made to Delinquent Partners.
Sample 1
Determination of Book Value of Partnership Assets 
Sample 1

Related to Determination of Book Value of Partnership Assets

  • Determination of Net Asset Value The net asset value per share of each class and each series of Shares of the Trust shall be determined in accordance with the 1940 Act and any related procedures adopted by the Trustees from time to time. Determinations made under and pursuant to this Section 2 in good faith and in accordance with the provisions of the 1940 Act shall be binding on all parties concerned.

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • Average Invested Assets For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole. (b) If any entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers one or more assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) with which such entity does not file a consolidated tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution. The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset. For purposes of this Section 7.11, a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

  • How Are Distributions from a Xxxx XXX Taxed for Federal Income Tax Purposes Amounts distributed to you are generally excludable from your gross income if they (i) are paid after you attain age 59½, (ii) are made to your beneficiary after your death, (iii) are attributable to your becoming disabled, (iv) subject to various limits, the distribution is used to purchase a first home or, in limited cases, a second or subsequent home for you, your spouse, or you or your spouse’s grandchild or ancestor, or (v) are rolled over to another Xxxx XXX. Regardless of the foregoing, if you or your beneficiary receives a distribution within the five-taxable-year period starting with the beginning of the year to which your initial contribution to your Xxxx XXX applies, the earnings on your account are includable in taxable income. In addition, if you roll over (convert) funds to your Xxxx XXX from another individual retirement plan (such as a Traditional IRA or another Xxxx XXX into which amounts were rolled from a Traditional IRA), the portion of a distribution attributable to rolled-over amounts which exceeds the amounts taxed in connection with the conversion to a Xxxx XXX is includable in income (and subject to penalty tax) if it is distributed prior to the end of the five-tax-year period beginning with the start of the tax year during which the rollover occurred. An amount taxed in connection with a rollover is subject to a 10% penalty tax if it is distributed before the end of the five-tax-year period. As noted above, the five-year holding period requirement is measured from the beginning of the five-taxable-year period beginning with the first taxable year for which you (or your spouse) made a contribution to a Xxxx XXX on your behalf. Previously, the law required that a separate five-year holding period apply to regular Xxxx XXX contributions and to amounts contributed to a Xxxx XXX as a result of the rollover or conversion of a Traditional IRA. Even though the holding period requirement has been simplified, it may still be advisable to keep regular Xxxx XXX contributions and rollover/ conversion Xxxx XXX contributions in separate accounts. This is because amounts withdrawn from a rollover/conversion Xxxx XXX within five years of the rollover/conversion may be subject to a 10% penalty tax. As noted above, a distribution from a Xxxx XXX that complies with all of the distribution and holding period requirements is excludable from your gross income. If you receive a distribution from a Xxxx XXX that does not comply with these rules, the part of the distribution that constitutes a return of your contributions will not be included in your taxable income, and the portion that represents earnings will be includable in your income. For this purpose, certain ordering rules apply. Amounts distributed to you are treated as coming first from your non-deductible contributions. The next portion of a distribution is treated as coming from amounts which have been rolled over (converted) from any non-Xxxx IRAs in the order such amounts were rolled over. Any remaining amounts (including all earnings) are distributed last. Any portion of your distribution which does not meet the criteria for exclusion from gross income may also be subject to a 10% penalty tax. Note that to the extent a distribution would be taxable to you, neither you nor anyone else can qualify for capital gains treatment for amounts distributed from your account. Similarly, you are not entitled to the special five- or ten- year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Rather, the taxable portion of any distribution is taxed to you as ordinary income. Your Xxxx XXX is not subject to taxes on excess distributions or on excess amounts remaining in your account as of your date of death. You must indicate on your distribution request whether federal income taxes should be withheld on a distribution from a Xxxx XXX. If you do not make a withholding election, we will not withhold federal or state income tax. Note that, for federal tax purposes (for example, for purposes of applying the ordering rules described above), Xxxx IRAs are considered separately from Traditional IRAs.