Increased by. (A) Any additional capital contributions of the Member as authorized by appropriate administrative actions under this Agreement;
(B) The Member's share of profits of the Company, determined pursuant to this Agreement, during each fiscal year, whether or not distributed; and
(C) The agreed fair market value of any property (less liabilities assumed by the Company) contributed by the Member; or
Increased by interest calculated at the Agreed Rate from the due date (without extensions) for filing the Tax Return for such Covered Taxable Year); and
Increased by. (1) The Member’s Capital Contributions; and
(2) All items of Company income and gain (including income and gain exempt from tax) allocated to the Member pursuant to Article 5 or other provisions of this Agreement); and
Increased by. (i) The amount of Net Income and other items of income and gain computed as provided in Section 8.2 and allocated to such Member pursuant to Sections 8.3 and 8.4 hereof, and
(ii) The cash amount or Net Agreed Value of any additional Capital Contributions made by such Member;
Increased by. (i) the excess of (A) the deferred tax liability associated with the recapture of the tax bad debt reserve, over (B) the present value of that tax liability using an annual discount rate of 14% and assuming that such deferred tax liability will be paid ratably on the last day of each of the 24 calendar quarters ending after the Closing Date;
(ii) the tax benefit realized or to be realized by the Seller or the Buyer with respect to (a) nonqualified options as to which the option holders have committed on or prior to the Measurement Date to exercise such options after the Measurement Date and on or prior to the Effective Time, (b) incentive stock options as to which the option holders have on or prior to the Measurement Date (i) exercised such options or committed to exercise and have exercised such options on or prior to the Effective Time and (ii) committed to consummate and have consummated on or prior to the Effective Time a disqualifying disposition of the shares acquired upon exercise, or (c) any cash payments which option holders have committed on or prior to the Measurement Date to accept in lieu of their rights under their options; and
(a) the amount of Seller's consolidated accrued pension cost, calculated under Statement of Financial Accounting Standards No. 87 as of the Measurement Date minus (b) the amount of any deferred tax asset corresponding to such accrued pension cost, minus (c) the amount, if any, of the consolidated cash contributions required to be made to Seller's pension plan to ensure that as of the Measurement Date the current value of the assets of Seller's Pension Plan is not more than $500,000 less than the plan's "Benefit Liabilities" as that term is defined inss.4001(a)(16) of ERISA, when determined under actuarial factors that would apply if that plan terminated in accordance with all applicable legal requirements (whether or not such amount could lawfully be added to the plan at the Measurement Date), plus (d) the amount of any tax benefit that would be realizable by Buyer or by Seller after the Measurement Date when and if it contributes to the plan the amount determined in clause (c) above attributable to the deductibility of such amount.
Increased by. (A) Any additional capital contributions of the Partner as authorized by appropriate administrative actions under this Agreement;
(B) The Partner's share of profits of the Partnership, determined pursuant to this Agreement, during each fiscal year, whether or not distributed; and
(C) The agreed fair market value of any property (less liabilities assumed by the Partnership) contributed by the Partner; or
Increased by. (a) The amount of any additional Capital Contributions by such Partner, including the amount of Partnership liabilities assumed by such Partner or secured by any Partnership property distributed by the Partnership to such Partner;
(b) The fair market value of any property contributed by such Partner to the Partnership (net of liabilities secured by such property which are considered to be assumed or taken "subject to" by the Partnership); and
(c) Items of book income and gain which are allocated to such Partner; and
Increased by. (1) all capital expenditures reasonably paid or incurred by Seller and approved by Buyer that are attributable to the Assets and attributable to the period of time from August 1, 2005 (“Effective Time”) to the Closing Date; and
(2) an amount equal to the costs, expenses, and other expenditures (but only to the extent expensed and not capitalized in accordance with GAAP) reasonably and in the ordinary course of business paid by Seller in accordance with this PSA that are directly related to the Assets from the Effective Time until the Closing Date; and
(3) all amounts owed to Seller by third parties as of the Closing Date under the Contracts, including Gas Imbalances (as defined in this Section 2.2(A)(3)) existing at the Closing Date, and for the amounts that Seller receives an increase to the Purchase Price, the receivables and other rights attributable to such amounts will be deemed transferred to Buyer at Closing. “Gas Imbalances” will be the actual financial value of any gas imbalances incurred; and
(4) one million eight hundred thousand dollars and no/100 ($1,800,000) if a binding contract is entered into between CIG and Buyer for nitrogen and/or air services beginning on or near January 1, 2007, with commercial terms that are substantially similar to the proposal sent to CIG set forth in Exhibit D; provided, that, if a binding contract is entered into between CIG and Buyer for nitrogen and/or air services beginning on or near January 1, 2007, and the commercial terms of such agreement differ from those set forth in Exhibit D such that there is a negative impact to Buyer, then the Parties will negotiate in good faith to proportionally reduce this one million eight hundred thousand dollar ($1,800,000) adjustment to reasonably reflect such negative impact.
Increased by. (i) the amount of cash and the Agreed Value of all property contributed by such Owner to the Company (As used herein, the term "Agreed Value" shall mean the fair market value of any property contributed to the Company, as unanimously agreed to by the Management Committee, net of any liabilities to which such property is subject),
Increased by. (i) the excess of (A) the deferred tax liability associated with the recapture of the tax bad debt reserve, over (B) the present value of that tax liability using an annual discount rate of 14% and assuming that such deferred tax liability will be paid ratably on the last day of each of the 24 calendar quarters ending after the Closing Date;
(ii) the tax benefit realized or to be realized by the Seller or the Buyer with respect to (a) nonqualified options as to which the option holders have committed on or prior to the Measurement Date to exercise such options after the Measurement Date and on or prior to the Effective Time, (b) incentive stock options as to which the option holders have on or prior to the Measurement Date (i) exercised such options or committed to exercise and have exercised such options on or prior to the Effective Time and (ii) committed to consummate and have consummated on or prior to the Effective Time a disqualifying disposition of the shares acquired upon exercise, or (c) any cash payments which option holders have committed on or prior to the Measurement Date to accept in lieu of their rights under their options; and
