Memorandum Accounts Sample Clauses

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...
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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...
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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.
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Related to Memorandum Accounts

  • Separate Accounts The trustee shall maintain within the trust fund a separate account for each Agricultural Contractor that signs the trust agreement to hold deposits made pursuant to this article.

  • Cash Accounts The Custodian will open and maintain in the name of the Client one or more cash deposit accounts (each a “Cash Account”) in such currencies as may be required in connection with the investment activity of the Client.

  • Set Up Accounts (a) Bank shall establish and maintain the following accounts ("Accounts"): (i) a Securities Account in the name of Customer on behalf of each Fund for Financial Assets, which may be received by Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and (ii) an account in the name of Customer ("Cash Account") for any and all cash in any currency received by Bank or its Subcustodian for the account of Customer. Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian shall be held in that manner and shall not be part of the Cash Account. Bank shall notify Customer prior to the establishment of such an account. (b) At the request of Customer, additional Accounts may be opened in the future, which shall be subject to the terms of this Agreement. (c) Except as precluded by Section 8-501(d) of the Uniform Commercial Code ("UCC"), Bank shall hold all Securities and other Financial Assets, other than cash, of a Fund that are delivered to it in a "securities account" with Bank for and in the name of such Fund and shall treat all such assets other than cash as "financial assets" as those terms are used in the UCC.

  • Business Accounts If you are a business, any authorized user of your business is authorized on such terms, conditions, and agreements as we may require to: • enter into this Agreement, as amended from time to time; • access each account of yours in any manner and for any purpose available through the Service, whether now available or available at some time in the future; and • use any Online banking service in any manner and for any purpose available through the Service, whether now available or available at some time in the future.

  • Other Accounts On the date of withdrawal of any Deposit (other than the date of the Final Withdrawal or Replacement Withdrawal), the Escrow Agent, or the Pass Through Trustee on behalf of the Escrow Agent, shall re-deposit with the Depositary any portion thereof not used to acquire Equipment Notes and the Depositary shall accept the same for deposit hereunder. Any sums so received for deposit shall be established as a new Deposit and credited to a new Account, all as more fully provided in Section 2.1 hereof, and thereafter the provisions of this Agreement shall apply thereto as fully and with the same force and effect as if such Deposit had been established on the Deposit Date except that (i) such Deposit may not be withdrawn prior to the date seven days after the establishment thereof and (ii) such Deposit shall mature on October 31, 2009 (provided that if a Labor Strike occurs or continues, such date shall be extended by the Additional Days) and bear interest as provided in Section 2.2. The Depositary shall promptly give notice to the Escrow Agent of receipt of each such re-deposit and the account number assigned thereto.

  • Primary Accounts Borrower will maintain its primary depository and operating accounts with Bank.

  • Individual Accounts An individual account is an account owned by one (1) member (individual, corporation, partnership, trust, or other organization) qualified for credit union membership. If the account owner dies, the interest passes, subject to applicable law, to the account owner’s estate or Payable on Death (POD) beneficiary/payee or trust beneficiary, subject to other provisions of this Agreement governing our protection for honoring transfer and withdrawal requests of an owner or owner’s agent prior to notice of an owner’s death, and to any security interest or pledge granted by the account owner, and subject to our statutory lien rights.

  • Intercompany Accounts 39 SECTION 3.31

  • Management Accounts To the extent that it owns any Management Account (including any lock-box related thereto), each Guarantor shall comply with Section 5.1 of the Base Indenture with respect to each such Management Account (including any lock-box related thereto).

  • Income Account The Trustee shall collect the dividends and other cash distributions on the Securities in each Trust which would be treated as dividend (other than capital gain dividends) or interest income under the Internal Revenue Code as such become payable (including all monies which would be so treated representing penalties for the failure to make timely payments on the Securities, or as liquidated damages for default or breach of any condition or term of the Securities or of the underlying instrument relating to any Securities and other income attributable to a Failed Contract Obligation for which no Replacement Security has been obtained pursuant to Section 3.12 hereof) and credit such income to a separate account for each Trust to be known as the "Income Account." Any non-cash distributions received by a Trust shall be sold to the extent they would be treated as dividend or interest income under the Internal Revenue Code and the proceeds shall be credited to the Income Account. Except as provided in the preceding sentence, non-cash distributions received by a Trust (other than a non-taxable distribution of the shares of the distributing corporation which shall be retained by a Trust) shall be dealt with in the manner described in Section 3.11, herein, and shall be retained or disposed of by such Trust according to those provisions and the proceeds thereof shall be credited to the Capital (Principal) Account. Neither the Trustee nor the Depositor shall be liable or responsible in any way for depreciation or loss incurred by reason of any such sale. All other distributions received by a Trust shall be credited to the Capital (Principal) Account."

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