Establishment of Capital Accounts. There shall be established and maintained for each Member on the books of the Company a capital account (a “Capital Account”). Each Member’s Capital Account (a) shall be increased by (i) the amount of money contributed by such Member to the Company, (ii) the Book Value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Code Section 752) and (iii) allocations to such Member of Net Profits and any other items of income or gain allocated to such Member, and (b) shall be decreased by (i) the amount of money distributed to such Member by the Company, (ii) the Book Value of property distributed to such Member by the Company (net of liabilities secured by the distributed property that such Member is considered to assume or take subject to under Code Section 752), and (iii) allocations to such Member of Net Losses and any other items of loss or deduction allocated to such Member. The Capital Accounts shall also be increased or decreased to reflect a revaluation of Company property pursuant to paragraph (b) of the definition of Book Value. On the transfer of all or part of a Member’s Membership Interests, the Capital Account of the transferor that is attributable to the transferred Membership Interests shall carryover to the transferee Member in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(1). A Member that has more than one class of Membership Interests shall have a single Capital Account that reflects all such Membership Interests.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (First Wind Holdings Inc.), Limited Liability Company Agreement (First Wind Holdings Inc.)
Establishment of Capital Accounts. There shall be established and maintained for each Member on the books of the Company a capital account (a “Capital Account”). Each Member’s Capital Account (a) shall be increased by (i) the amount of money contributed by such Member to the Company, (ii) the Book Value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Code Section 752752 of the Code) and (iii) allocations to such Member of Net Profits and any other items of income or gain allocated to such Member, and (b) shall be decreased by (i) the amount of money distributed to such Member by the Company, (ii) the Book Value of property distributed to such Member by the Company (net of liabilities secured by the distributed property that such Member is considered to assume or take subject to under Code Section 752752 of the Code), and (iii) allocations to such Member of Net Losses and any other items of loss or deduction allocated to such Member. The Capital Accounts shall also be increased or decreased to reflect a revaluation of Company property pursuant to paragraph (b) of the definition of Book Value. On the transfer of all or part of a Member’s Membership Interestscommon units, the Capital Account of the transferor that is attributable to the transferred Membership Interests common units shall carryover to the transferee Permitted Transferee Member in accordance with the provisions of Treas. Reg. § §1.704-1(b)(2)(iv)(1). A Member that has more than one class of Membership Interests common units shall have a single Capital Account that reflects all such Membership Interestscommon units.
Appears in 2 contracts
Samples: Operating Agreement (Evolent Health, Inc.), Operating Agreement (Evolent Health, Inc.)
Establishment of Capital Accounts. There shall be established and maintained for each Member on the books of the Company a capital account (a “Capital Account”). Each Member’s Capital Account (a) shall be increased by (i) the amount of money contributed by such Member to the Company, (ii) the Book Value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Code Section 752752 of the Code) and (iii) allocations to such Member of Net Profits and any other items of income or gain allocated to such Member, and (b) shall be decreased by (i) the amount of money distributed to such Member by the Company, (ii) the Book Value of property distributed to such Member by the Company (net of liabilities secured by the distributed property that such Member is considered to assume or take subject to under Code Section 752752 of the Code), and (iii) allocations to such Member of Net Losses and any other items of loss or deduction allocated to such Member. The Capital Accounts shall also be increased or decreased to reflect a revaluation of Company property pursuant to paragraph (b) of the definition of Book Value. On the transfer of all or part of a Member’s Membership Interests, the Capital Account of the transferor that is attributable to the transferred Membership Interests shall carryover to the transferee Permitted Transferee Member in accordance with the provisions of Treas. Reg. § §1.704-1(b)(2)(iv)(1). A Member that has more than one class of Membership Interests shall have a single Capital Account that reflects all such Membership Interests.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Health Insurance Innovations, Inc.), Limited Liability Company Agreement (Health Insurance Innovations, Inc.)
Establishment of Capital Accounts. There The Company shall be established establish and maintained maintain for each Member on the its books of the Company a capital account (a “Capital Account”). Each Member’s Capital Account (a) shall be increased by (i) the amount of money contributed by such Member to the Company, (ii) the Book Value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Code Section 752752 of the Code) and (iii) allocations to such Member of Net Profits and any other items of income or gain allocated to such Member, and (b) shall be decreased by (i) the amount of money distributed to such Member by the Company, (ii) the Book Value of property distributed to such Member by the Company (net of liabilities secured by the distributed property that such Member is considered to assume or take subject to under Code Section 752752 of the Code), and (iii) allocations to such Member of Net Losses and any other items of loss or deduction allocated to such Member. The Capital Accounts shall also be increased or decreased to reflect a revaluation of Company property pursuant to paragraph (b) of the definition of Book Value. On the transfer of all or part of a Member’s Membership InterestsUnits, the Capital Account of the transferor that is attributable to the transferred Membership Interests Units shall carryover to the transferee Permitted Transferee Member in accordance with the provisions of Treas. Reg. § §1.704-1(b)(2)(iv)(1). A Member that has more than one class of Membership Interests Units shall have a single Capital Account that reflects all such Membership InterestsUnits.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (MediaAlpha, Inc.), Limited Liability Company Agreement (MediaAlpha, Inc.)
Establishment of Capital Accounts. There shall be established and maintained for each Member on the books of the Company a capital account (a “Capital Account”). Each The Company shall determine and maintain each Capital Account in accordance with Treas. Reg. § 1.704-1(b)(2)(iv) and, pursuant thereto, each Member’s Capital Account (a) shall be increased by (i) the amount of money contributed by such Member to the Company, (ii) the Book Value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Code Section 752752 of the Code) and (iii) allocations to such Member of Net Profits and any other items of income or gain allocated to such Member, and (b) shall be decreased by (i) the amount of money distributed to such Member by the Company, (ii) the Book Value of property distributed to such Member by the Company (net of liabilities secured by the distributed property that such Member is considered to assume or take subject to under Code Section 752752 of the Code), and (iii) allocations to such Member of Net Losses and any other items of loss or deduction allocated to such Member. The Capital Accounts shall also be increased or decreased to reflect a revaluation of Company property pursuant to paragraph (b) of the definition of Book Value. On the transfer of all or part of a Member’s Membership InterestsCommon Units, the Capital Account of the transferor that is attributable to the transferred Membership Interests Common Units shall carryover to the transferee Permitted Transferee Member in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(1). A Member that has more than one class of Membership Interests Common Units shall have a single Capital Account that reflects all such Membership InterestsCommon Units. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treas. Reg. § 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Treasury Regulations.
Appears in 1 contract
Samples: Operating Agreement (OTG EXP, Inc.)