Establishment of Capital Accounts. The Company shall establish and maintain for each Member on its books 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 Section 752 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 Section 752 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 Units, the Capital Account of the transferor that is attributable to the transferred Units shall carryover to the 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 Units shall have a single Capital Account that reflects all such Units.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (MediaAlpha, Inc.), Limited Liability Company Agreement (MediaAlpha, Inc.)
Establishment of Capital Accounts. The Company There shall establish be established and maintain maintained for each Member on its 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 Section 752 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 Section 752 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 UnitsMembership Interests, the Capital Account of the transferor that is attributable to the transferred Units Membership Interests shall carryover to the 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 Units Membership Interests shall have a single Capital Account that reflects all such UnitsMembership 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. The Company There shall establish be established and maintain maintained for each Member on its 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 of the Code752) 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 of the Code752), 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 UnitsMembership Interests, the Capital Account of the transferor that is attributable to the transferred Units Membership Interests shall carryover to the Permitted Transferee 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 Units Membership Interests shall have a single Capital Account that reflects all such UnitsMembership 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. The Company There shall establish be established and maintain maintained for each Member on its 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 Section 752 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 Section 752 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 Unitscommon units, the Capital Account of the transferor that is attributable to the transferred Units common units shall carryover to the 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 Units common units shall have a single Capital Account that reflects all such Unitscommon units.
Appears in 2 contracts
Samples: Operating Agreement (Evolent Health, Inc.), Operating Agreement (Evolent Health, Inc.)