Opening Capital Account Balances Sample Clauses

Opening Capital Account Balances. The purchase by IPG of the IPG Interest causes a deemed termination of the Company under Section 708(b)(1)(B) of the Code. The opening Capital Account balances of the Members under Section 4.1 hereof following the subsequent reformation of the Company under such section shall equal the fair market values of the respective Assets deemed contributed by the Members on such reformation (net of the Liabilities to which such Assets are deemed subject), determined as follows: for IPG, such Capital Account shall equal the Purchase Price paid by it for the IPG Interest; and for PAS and P&P, such Capital Accounts shall in the aggregate equal forty-nine percent (49%) of the number derived by dividing the Purchase Price by fifty-one percent (51%), and shall be allocated sixty-nine and three hundred and eighty-eight thousandths percent ( 2.041%) to PAS and thirty and six hundred and twelve thousandths percent (97.959%) to P&P. The initial Capital Account balances of the Members shall be based on the fair market values of the Assets deemed contributed by the Members, for this purpose based on an estimated fair market value of Eight Million Dollars ($8,000,000) (the "Estimated Value"), and such initial Capital Account balances shall be: (i) apportioned fifty-one percent (51%) to IPG and forty-nine percent (49%) to PAS and P&P collectively (and, between them, in accordance with the above proportional percentages), and (ii) adjusted retroactively (utilizing such apportionment percentages) to reflect the actual Purchase Price at the time it is computed under Section 3.4(d); provided, however, that the Members may, by mutual agreement, revise the Estimated Value prior to the computation of the actual Purchase Price in order to more accurately reflect the Members' estimate of the actual Purchase Price and to reduce the amount of the adjustment to be made to reflect the actual Purchase Price.
Sample 1
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Opening Capital Account Balances 
Sample 1

Related to Opening Capital Account Balances

  • Book Capital Accounts The Book Capital Account balance of each Holder shall be adjusted each day by the following amounts:

  • Deficit Capital Accounts No Member will be required to pay to the Company, to any other Member or to any third party any deficit balance that may exist from time to time in the Member’s Capital Account.

  • Deficit Capital Account Upon the dissolution of the Company, any Member having a deficit balance in its Capital Account shall contribute to the Company the amount of cash or other assets (at their fair market value) necessary to bring the balance of such Member's Capital Account to zero after taking into account all allocations required by the regulations under Section 704(b) of the Code and all distributions of cash and other assets.

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Capital Account (a) There shall be established for each Member on the books of the Company a Capital Account in accordance with Section 704 of the Code and the Treasury Regulations promulgated thereunder.

  • Negative Capital Accounts No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

  • Capital Accounts (a) The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Partnership Interest and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1.

  • Capital Contributions and Capital Accounts (a) The value of the interests contributed by the Class A Certificateholders and the Class I Certificateholders shall equal the amount paid by such Certificateholders for such interests, respectively, and such amounts shall constitute the opening balance in their Capital Accounts (as hereinafter defined). The value of the interests contributed by the Class IC Certificateholder shall equal the fair market value of the Receivables contributed to the Tax Partnership less the value attributed to the Class A Certificateholders and the Class I Certificateholders, as described above. Such amount shall constitute the opening balance in the Class IC Certificateholder's Capital Account.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

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