Memorandum Accounts Sample Clauses
The Memorandum Accounts clause establishes a system for recording specific financial transactions or adjustments that are not included in the main accounts of a contract or agreement. Typically, these accounts are used to track contingent liabilities, disputed amounts, or other items that may affect the parties' financial positions but are not yet finalized. For example, if there is an ongoing dispute over certain charges, those amounts might be recorded in a memorandum account until the dispute is resolved. The core function of this clause is to ensure transparency and accurate tracking of provisional or uncertain financial items, thereby preventing confusion or disputes over the status of such amounts.
Memorandum Accounts. (i) In the event that the General Partner determines that, based upon tax or regulatory considerations, or for any other reasons as to which the General Partner and any Partner agree, such Partner should not participate (or should be limited in its participation) in the Net Capital Appreciation and Net Capital Depreciation, if any, attributable to any digital asset, type of digital asset or any other transaction , the General Partner may allocate such Net Capital Appreciation or Net Capital Depreciation only to the Capital Accounts of Partners to which such considerations or reasons do not apply (or may allocate to the Partner to which such considerations or reasons apply, the portion of such Net Capital Appreciation or Net Capital Depreciation attributable to such Partner's limited participation in such digital asset, type of digital asset or other transaction). If any of the considerations or reasons described above apply, then the General Partner may establish a separate Memorandum Account in which only the Partners having an interest in such digital asset, type of digital asset or transaction have an interest (any such Partner having such an interest, an "Unrestricted Partner") and the Net Capital Appreciation and Net Capital Depreciation for each such Memorandum Account shall be separately calculated.
(ii) At the end of each Accounting Period during which a Memorandum Account created pursuant to Section 5.03(d)(i) was in existence (or during which an interest in particular digital assets was otherwise allocated away from one or more Limited Partners), each Capital Account of each Unrestricted Partner may be debited pro rata in accordance with the respective Partnership Percentages of the Capital Accounts of all Unrestricted Partners in an amount equal to the interest that would have accrued on the amount used to purchase the digital assets attributable to the Memorandum Account (the "Purchase Price") had the Purchase Price earned interest at the rate per annum being paid by the Partnership from time to time during the applicable Accounting Period for borrowed funds, or, if funds have not been borrowed by the Partnership during such Accounting Period, at the interest rate per annum that the General Partner determines would have been paid if funds had been borrowed by the Partnership during such Accounting Period. The amount so debited shall then be credited to all of the Capital Accounts on a pro rata basis in accordance with their respective Partnersh...
Memorandum Accounts. Notwithstanding anything herein to the contrary (including Section 5.04(a) (General)), if the General Partner determines that, based upon tax or regulatory considerations, or for any other reasons as to which the General Partner and any Limited Partner agree, a Capital Account should not participate (or should be limited in its participation) in the Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation if any, attributable to any Financial Instrument, type of Financial Instrument or any other transaction, the General Partner may allocate such Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation only to the Capital Accounts to which such considerations or reasons (or agreement) do not apply (or may allocate to the Capital Account to which such considerations or reasons apply, the portion of such Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation attributable to such Partner’s limited participation in such Financial Instrument, type of Financial Instrument or other transaction). If any of the considerations or reasons described above apply, then a separate memorandum account (each, a “Memorandum Account”) may be established in which only the Capital Accounts having an interest in such Financial Instrument, type of Financial Instrument or transaction shall have an interest (any such Capital Account having such an interest shall be referred to as an “Unrestricted Capital Account”) and the Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation for each such Memorandum Account shall be separately calculated.
Memorandum Accounts. The Partnership shall establish and maintain a memorandum account (“Memorandum Account”), separate and independent from the Capital Accounts referred to in Section 3.2 and Section 3.10 above, for each Partner, to which it shall credit and charge amounts for each Partner in accordance with the provisions of this Section 3.13. The Memorandum Account for the TPG Partners (shared in proportion to their respective Percentage Interests) shall initially equal the amount of the Current Net Assets of the Partnership as of the Restatement Date, which is deemed to be the property of the TPG Partners held for their account by the Partnership. From time to time, upon payment of Partnership obligations (such as taxes and insurance) using Restricted Cash or upon a release to the Partnership of the Restricted Cash by the lender for any other reason (herein, a “Restricted Cash Payment”), BDN shall contribute to the Partnership its proportionate share of such Restricted Cash Payment (based on its Percentage Interest) and such contribution shall be credited to the Memorandum Account for BDN (which contribution shall be in addition to the BDN Required Additional Capital Contributions). The General Partner shall give BDN notice of each such contribution required by BDN hereunder at least ten (10) Business Days prior to the required date of funding of such contribution, and such notice shall specify the Partnership obligation paid (if applicable) with Restricted Cash, the date paid and the amount of the Restricted Cash Payment. BDN shall contribute its proportionate share of the Restricted Cash Payment by wire transfer to the Partnership Bank Account on or before the 10th Business Day after such notice from the General Partner or such later date specified in the notice. The Memorandum Account for the TPG Partners shall be charged with (a) their respective proportionate share (based on their Percentage Interests) of each Restricted Cash Payment, and (b) distributions of Net Cash Flow and Net Capital Proceeds to the TPG Partners pursuant to Section 4.5. The Memorandum Account for BDN shall be charged with its proportionate share (based on its Percentage Interest) of each Restricted Cash Payment. No preferred or any other return shall accrue or be paid with respect to the Memorandum Accounts, including, without limitation, any BDN Preferred Return or TPG Partners Preferred Return. The provisions of Section 3.5 above shall apply with respect to any failure by BDN to contribute unde...
Memorandum Accounts. The Company shall maintain for each Member which is not a Tax-Exempt Member a Memorandum Account to which shall be credited the excess, if any, of the Member's Tax Distribution Amount for the Company's fiscal year over its Final Current Tax Amount for the fiscal year, and to which shall be debited the sum of: (i) the excess, if any, of the Member's Final Current Tax Amount for the fiscal year over the Member's Tax Distribution Amount for the fiscal year; and (ii) the amount of all prior tax adjustment distributions determined under Section 6.2(b) above. In the event of a Transfer of all or a portion of the Member Interest of a Member with a positive Memorandum Account balance, the Transferee shall succeed to all or a proportionate share of such Memorandum Account.
Memorandum Accounts. The Partnership may maintain separate and parallel memorandum accounts that track the Capital Accounts and subaccounts of the Partnership (each a “Memorandum Accounts”), including for purposes of tracking each Capital Account’s Series Y Interests and Series Z Interests. The General Partner may merge any Memorandum Accounts with one or more other Memorandum Accounts when, and if, the General Partner determines that the distinguishing characteristics of a particular Memorandum Account are no longer applicable. Notwithstanding anything herein to the contrary (including Section 5.04(a) (General)), if the General Partner determines that, based upon tax or regulatory considerations, or for any other reasons as to which the General Partner and any Limited Partner agree, a Capital Account should not participate (or should be limited in its participation) in the Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation if any, attributable to any Alternative Investment or any other transaction, the General Partner may allocate such Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation only to the Capital Accounts to which such considerations or reasons (or agreement) do not apply (or may allocate to the Capital Account to which such considerations or reasons apply, the portion of such Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation attributable to such Partner’s limited participation in such Alternative Investment or other transaction). If any of the considerations or reasons described above apply, then the General Partner may establish a separate Memorandum Account in which only the Capital Accounts having an interest in the relevant Alternative Investment or transaction shall have an interest (any such Capital Account having such an interest shall be referred to as an “Unrestricted Capital Account”) and the Net Capital Appreciation, Net Capital Depreciation, or other appreciation and depreciation for each such Memorandum Account shall be separately calculated.