Common use of Gross Asset Value Clause in Contracts

Gross Asset Value. The Gross Asset Value of any asset of the Company shall be equal to the asset’s adjusted basis for Federal income tax purposes, except as follows: (a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company. (b) The Gross Asset Values of all Company assets, excluding goodwill, going concern value and similar intangible assets except to the extent purchased by the Company, shall be adjusted to equal their respective gross fair market values in connection with (and to be effective immediately prior to) the following events: (1) the acquisition of an additional Membership Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (2) the distribution by the Company to a Member of more than a de minimis amount of property (including cash) as consideration for an interest in the Company; and (3) the Liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that an adjustment pursuant to clauses (1) and (2) above shall be made only if such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company. (c) The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution. (d) The Gross Asset Values of Company 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 Regulations Section 1.704-1(b)(2)(iv)(m) and Section 10.01 hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Subsection to the extent that an adjustment pursuant to Subsection (b) above is made in connection with a transaction that would otherwise result in an adjustment pursuant to this Subsection. (e) If the Gross Asset Value of an asset has been determined or adjusted pursuant to this Agreement, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

Gross Asset Value. The Gross Asset Value of any asset of the Company shall be equal to the asset’s adjusted basis for Federal income tax purposes, except as follows:the (a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company. (b) The Gross Asset Values of all Company assets, excluding goodwill, going concern value and similar intangible assets except to the extent purchased by the Company, shall be adjusted to equal their respective gross fair market values in connection with (and to be effective immediately prior to) the following events: (1) the acquisition of an additional Membership Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (2) the distribution by the Company to a Member of more than a de minimis amount of property (including cash) as consideration for an interest in the Company; and (3) the Liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that an adjustment pursuant to clauses (1) and (2) above shall be made only if such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company. (c) The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution. (d) The Gross Asset Values of Company 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 Regulations Section 1.704-1(b)(2)(iv)(m) and Section 10.01 hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Subsection to the extent that an adjustment pursuant to Subsection (b) above is made in connection with a transaction that would otherwise result in an adjustment pursuant to this Subsection. (e) If the Gross Asset Value of an asset has been determined or adjusted pursuant to this Agreement, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

Gross Asset Value. The Gross Asset Value of any asset of the Company shall be equal to the asset’s adjusted basis for Federal federal income tax purposes, except as follows: (a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company. (b) The Gross Asset Values of all Company assets, excluding goodwill, going concern value and similar intangible assets except to the extent purchased by the Company, shall be adjusted to equal their respective gross fair market values in connection with (and to be effective immediately prior to) the following events: (1i) the acquisition of an additional Membership Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (2ii) the distribution by the Company to a Member of more than a de minimis amount of property (including cash) as consideration for an interest in the Company; and (3iii) the Liquidation grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in the capacity of a Member or by a new Member acting in the capacity of a Member or in anticipation of being a Member; or (iv) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that an adjustment pursuant to clauses (1i), (ii) and or (2iii) above shall be made only if the Board reasonably determines such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company. (c) The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution. (d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis bases 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 Regulations Section 1.704-1(b)(2)(iv)(m) and Section 10.01 hereofARTICLE IV; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Subsection to the extent that an adjustment they were adjusted pursuant to Subsection (b3.05(b) above is made in connection with a transaction that otherwise would otherwise result in an adjustment pursuant to this Subsection. (e) If the Gross Asset Value of an asset has been determined or adjusted pursuant to this AgreementSection 3.05, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses.

Gross Asset Value. The Gross Asset Value of any asset of the Company shall be equal to the asset’s adjusted basis for Federal federal income tax purposes, except as follows: (a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company. (b) The Gross Asset Values of all Company assets, excluding goodwill, going concern value and similar intangible assets except to the extent purchased by the Company, shall be adjusted to equal their respective gross fair market values in connection with (and to be effective immediately prior to) the following events: (1i) the acquisition of an additional Membership Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (2ii) the distribution by the Company to a Member of more than a de minimis amount of property (including cash) as consideration for an interest in the Company; and (3iii) the Liquidation grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in the capacity of a Member or by a new Member acting in the capacity of a Member or in anticipation of being a Member; or (iv) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that an adjustment pursuant to clauses (1i), (ii) and or (2iii) above shall be made only if the Board reasonably determines such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company. (c) The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution. (d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis bases 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 Regulations Section 1.704-1.704- 1(b)(2)(iv)(m) and Section 10.01 hereofARTICLE IV; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Subsection to the extent that an adjustment they were adjusted pursuant to Subsection (b3.05(b) above is made in connection with a transaction that otherwise would otherwise result in an adjustment pursuant to this Subsection. (e) If the Gross Asset Value of an asset has been determined or adjusted pursuant to this AgreementSection 3.05, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses.

Gross Asset Value. The Gross Asset Value of any asset of the Company shall be equal to the asset’s adjusted basis for Federal income tax purposes, except as follows: (a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company. (b) The Gross Asset Values of all Company assets, excluding goodwill, going concern value and similar intangible assets except to the extent purchased by the Company, shall be adjusted to equal their respective gross fair market values in connection with (and to be effective immediately prior to) the following events: : (1) the acquisition of an additional Membership Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (2) the distribution by the Company to a Member of more than a de minimis amount of property (including cash) as consideration for an interest in the Company; and (3) the Liquidation of the Company within the meaning of Regulations Section 1.704-1.704- 1(b)(2)(ii)(g); provided, however, that an adjustment pursuant to clauses (1) and (2) above shall be made only if such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company. (c) The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution. (d) The Gross Asset Values of Company 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 Regulations Section 1.704-1(b)(2)(iv)(m) and Section 10.01 hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Subsection to the extent that an adjustment pursuant to Subsection (b) above is made in connection with a transaction that would otherwise result in an adjustment pursuant to this Subsection. (e) If the Gross Asset Value of an asset has been determined or adjusted pursuant to this Agreement, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

Gross Asset Value. The Gross Asset Value of any asset of the Company trust shall be equal to the asset’s adjusted basis for Federal income tax purposes, except as follows: (a) The initial Gross Asset Value of any asset contributed by a Member to the Company trust shall be the gross fair market value of such asset, as determined by the contributing Member and the Companytrust. (b) The Gross Asset Values of all Company trust assets, excluding goodwill, going concern value and similar intangible assets except to the extent purchased by the Companytrust, shall be adjusted to equal their respective gross fair market values in connection with (and to be effective immediately prior to) the following events: (1) the acquisition of an additional Membership Interest in the Company trust by any new or existing Member in exchange for more than a de minimis Capital Contribution; (2) the distribution by the Company trust to a Member of more than a de minimis amount of property (including cash) as consideration for an interest in the Companytrust; and (3) the Liquidation of the Company trust within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that an adjustment pursuant to clauses (1) and (2) above shall be made only if such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Companytrust. (c) The Gross Asset Value of any Company trust asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution. (d) The Gross Asset Values of Company trust 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 Regulations Section 1.704-1(b)(2)(iv)(m) and Section 10.01 hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Subsection to the extent that an adjustment pursuant to Subsection (b) above is made in connection with a transaction that would otherwise result in an adjustment pursuant to this Subsection. (e) If the Gross Asset Value of an asset has been determined or adjusted pursuant to this Agreement, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

Gross Asset Value. The Gross Asset Value of With respect to any asset of the Company shall be equal to asset, the asset’s adjusted basis for Federal federal income tax purposes, except as follows: (a) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Company. (b) The Gross Asset Values of all Company assets, excluding goodwill, going concern value and similar intangible Venture assets except to the extent purchased by the Company, shall be adjusted to equal their respective gross fair market values in connection with (and to be effective immediately prior to) values, as determined by the Managing Joint Venturer, as of the following eventstimes: (1i) the acquisition of an additional Membership Interest in the Company Venture by any new or existing Member Joint Venturer in exchange for more than a de minimis Capital Contribution; (2ii) the distribution by the Company Venture to a Member Joint Venturer of more than a de minimis amount of property (including cash) the Venture Property as consideration for of an interest Interest in the CompanyPartnership; and (3iii) the Liquidation liquidation of the Company Venture within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that an adjustment the adjustments pursuant to clauses (1i) and (2ii) above shall be made only if the Managing Joint Venturer reasonably determines that such adjustment is adjustments are necessary or appropriate to reflect the relative economic interests of the Members Joint Venturers in the Company.Partnership; (cb) The Gross Asset Value of any Company Venture asset distributed to any Member Joint Venturer shall be the gross fair market value of such asset on the date of distribution.; and (dc) The Gross Asset Values of Company Venture assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Internal Revenue 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 10.01 hereof); provided, however, that Gross Asset Values shall not be adjusted pursuant to this Subsection Paragraph 12(c) to the extent the Managing Joint Venturer determines that an adjustment pursuant to Subsection (bParagraph 12(a) above hereof is made necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Subsection. (e) Paragraph 12(c). If the Gross Asset Value of an asset has been determined or adjusted pursuant to this AgreementParagraphs 12(b), or 12(c) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation depreciation taken into account with respect to such asset for purposes of computing Profits profits and Losseslosses.