Common use of Negative Adjustments Clause in Contracts

Negative Adjustments. Each Member's Capital Account shall from time to time be reduced by: (a) the amount of money distributed to such Member by Member Newco (including the amount of such Member's individual liabilities for which Member Newco becomes personally and primarily liable but excluding liabilities assumed in connection with the contribution of property to Member Newco and excluding decreases in such Member's share of Member Newco liabilities pursuant to Section 752 of the Code); (b) except as otherwise provided by Section 2.07 of this Exhibit, the fair market value of property distributed to such Member by Member Newco (net of any liabilities secured by such property that such Member is considered to assume or take subject to under Section 752 of the Code); (c) allocations to such Member of non-deductible expenditures of Member Newco that are described in Section 705(a)(2)(B) of the Code, and of organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. 1. 704-1(b)(2)(iv)(i); (d) allocations to such Member of Member Newco Net Losses (or items thereof); (e) upon the occurrence of a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if all Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the Revaluation Event, but only to the extent not already reflected in Capital Accounts; and (f) upon the distribution of Member Newco property under circumstances not constituting a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if such Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the distribution, but only to the extent not already reflected in Capital Accounts.

Negative Adjustments. Each Member's Capital Account shall from time to time be reduced by:; (a) the amount of money distributed to such Member by Member Newco the Company (including the amount of such Member's individual liabilities for which Member Newco the Company becomes personally and primarily liable but excluding liabilities assumed in connection with the contribution of property to Member Newco the Company and excluding decreases in such Member's share of Member Newco Company liabilities pursuant to Section 752 of the Code); (b) except as otherwise provided by Section 2.07 of this Exhibit, the fair market value of property distributed to such Member by Member Newco the Company (net of any liabilities secured by such property that such Member is considered to assume or take subject to under Section 752 of the Code); (c) allocations to such Member of non-deductible expenditures of Member Newco the Company that are described in Section 705(a)(2)(B) of the Code, and of organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. 1. 7041.704-1(b)(2)(iv)(il(b)(2)(iv)(i); (d) allocations to such Member of Member Newco Company Net Losses (or items thereof); (e) upon the occurrence of a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if all Member Newco Company property had been sold at its Adjusted Fair Market Value immediately prior to the Revaluation Event, but only to the extent not already reflected in Capital Accounts; and (f) upon the distribution of Member Newco Company property under circumstances not constituting a Revaluation Event, the Net Losses (or items thereof), ): if any, that would have been allocated to such Member if such Member Newco Company property had been sold at its Adjusted Fair Market Value immediately prior to the distribution, but only to the extent not already reflected in Capital Accounts.

Negative Adjustments. Each Member's Capital Account shall from time to time be reduced by: (a) : the amount of money distributed to such Member by Member Newco (including the amount of such Member's individual liabilities for which Member Newco becomes personally and primarily liable but excluding liabilities assumed in connection with the contribution of property to Member Newco and excluding decreases in such Member's share of Member Newco liabilities pursuant to Section 752 of the Code);; 115 (bg) except as otherwise provided by Section 2.07 of this Exhibit, the fair market value of property distributed to such Member by Member Newco (net of any liabilities secured by such property that such Member is considered to assume or take subject to under Section 752 of the Code); (ch) allocations to such Member of non-deductible expenditures of Member Newco that are described in Section 705(a)(2)(B) of the Code, and of organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. 1. 704-1(b)(2)(iv)(i); (di) allocations to such Member of Member Newco Net Losses (or items thereof); (ej) upon the occurrence of a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if all Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the Revaluation Event, but only to the extent not already reflected in Capital Accounts; and (fk) upon the distribution of Member Newco property under circumstances not constituting a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if such Member Newco property had been sold at its Adjusted Fair Market Value immediately prior to the distribution, but only to the extent not already reflected in Capital Accounts.

Negative Adjustments. Each Member's Capital Account shall from time to time be reduced by: (a) the amount of money distributed to such Member by Member Newco the Company (including the amount of such Member's individual liabilities for which Member Newco the Company becomes personally and primarily liable but excluding liabilities assumed in connection with the contribution of property to Member Newco the Company and excluding decreases in such Member's share of Member Newco Company liabilities pursuant to Section 752 of the Code); (b) except as otherwise provided by Section 2.07 of this Exhibit, the fair market value of property distributed to such Member by Member Newco the Company (net of any liabilities secured by such property that such Member is considered to assume or take subject to under Section 752 of the Code); (c) allocations to such Member of non-deductible expenditures of Member Newco the Company that are described in Section 705(a)(2)(B) of the Code, and of organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as Section 705(a)(2)(B) expenditures pursuant to Treas. Reg. 1. 704-1(b)(2)(iv)(i); (d) allocations to such Member of Member Newco Company Net Losses (or items thereof); (e) upon the occurrence of a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if all Member Newco Company property had been sold at its Adjusted Fair Market Value immediately prior to the Revaluation Event, but only to the extent not already reflected in Capital Accounts; and (f) upon the distribution of Member Newco Company property under circumstances not constituting a Revaluation Event, the Net Losses (or items thereof), if any, that would have been allocated to such Member if such Member Newco Company property had been sold at its Adjusted Fair Market Value immediately prior to the distribution, but only to the extent not already reflected in Capital Accounts.