Member Capital Accounts. Separate capital accounts shall be maintained for each Member. Each Member's capital account shall consist of the Initial Contribution made by the Member, shall be increased by any additional capital contributions made and by the Member's share of the Profits of the Company, and shall be decreased by (a) distributions to the Member, and (b) the Member's share of Company Losses. Such capital accounts shall be maintained in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), and shall be adjusted appropriately to reflect any other adjustments required in accordance with that Regulation, except to the extent such adjustments would materially affect the amount or timing of any amount otherwise distributable hereunder.
Member Capital Accounts. 3.4.1 The Company shall maintain a separate Capital Account for each Member. Each Member’s Capital Account shall be a. increased for (i) the amount of cash and the Asset Value of any property contributed by the Member, (ii) the amount of any Company liabilities assumed by the Member or are secured by any property distributed to the Member, and (iii) the Member’s distributive share of any of the Company’s Profits and any items in the nature of income or gain that are specially allocated to the Member pursuant to sections 5.2 and 5.3 of this Operating Agreement;
Member Capital Accounts. An account denominated as a Member Capital Account shall be maintained for each Member in accordance with the capital account maintenance rules set forth in Section 1.704-1(b)(2)(iv) of the Treasury Regulations. Without limiting the generality of the foregoing, (a) each Member Capital Account shall be increased by the amount of any money contributed by such Member to the Company, the fair market value of property contributed by such Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code")), allocations to such Member of the net profits and any other allocations to such Member of income pursuant to the Internal Revenue Code, and (b) each Member Capital Account shall be decreased by the amount of any money distributed to such Member by the Company, the fair market value of property distributed to such Member by the Company (net of liabilities secured by such distributed property that the distributee Member is considered to assume or take subject to under Section 752 of the Internal Revenue Code), allocations to such Member of net losses and other allocations to such Member pursuant to the Internal Revenue Code. Each Member Capital Account shall be appropriately adjusted for income, gain, loss and deduction as required by Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations (relating to allocations and adjustments resulting from the reflection of property on the books of the Company at book value, or a revaluation thereof, rather than at such property's adjusted tax basis). Upon sale or Transfer by a Member of his or her Membership Interest, such Member's Member Capital Account shall thereupon become the Member Capital Account of the new Member to whom such Membership Interest was sold or transferred in accordance with Section 1.704(b)(2)(iv) of the Treasury Regulations.
Member Capital Accounts. An individual Capital Account shall be maintained by the Company for each Member. Such Capital Account shall be maintained in accordance with the provisions of Regulation § 1.704-1(b)(2)(iv). In accordance with Code § 704(c) and the Regulations, income, gain, loss, and deduction (under the provisions of Article 4) with respect to any property contributed to the capital of the Company (and, in the event the value of any Company asset is adjusted to its gross fair market value, subsequent allocations of income, gain, loss, and deduction with respect to such asset) shall be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value as reflected on the books of the Company. It is the intention of the Members by this provision to comply with the provisions of Code § 704(c), and all computations for income tax purposes with respect to such contributed property shall be made in accordance with the Regulations. Provisions concerning Capital Accounts and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with applicable Regulations and shall be interpreted and applied in a manner consistent with such Regulations. The Members shall make such adjustments as are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet as computed for book purposes, in accordance with applicable Regulations, and shall make such other appropriate modifications in the event unanticipated events might cause this Agreement not to comply with applicable Regulations.
