Partner's Accounts. (a) There shall be maintained a Capital Account for each Partner in accordance with this Section 5.3 and the principles set forth in Exhibit B attached hereto and made a part hereof. The amount of cash and the net fair market value of property contributed to the Partnership by each Partner, net of liabilities assumed by the Partnership, shall be credited to its Capital Account, and from time to time, but not less often than annually, the share of each Partner in profits, losses and fair market value of distributions shall be credited or charged to its Capital Account. The determination of Partners' Capital Accounts, and any adjustments thereto, shall be made consistent with tax accounting and other principles set forth in Section 704(b) of the Code and applicable regulations thereunder and Exhibit B attached hereto.
(b) Except as otherwise specifically provided herein or in a guarantee of a Partnership liability, signed by a Limited Partner, no Limited Partner shall be required to make any further contribution to the capital of the Partnership to restore a loss, to discharge any liability of the Partnership or for any other purpose, nor shall any Limited Partner personally be liable for any liabilities of the Partnership or of the General Partner except as provided by law or this Agreement. All Limited Partners hereby waive their right of contribution which they may have against other Partners in respect of any payments made by them under any guarantee of Partnership debt.
(c) Immediately following the transfer of any Partnership Interest, the Capital Account of the transferee Partner shall be equal to the Capital Account of the transferor Partner attributable to the transferred interest, and such Capital Account shall not be adjusted to reflect any basis adjustment under Section 743 of the Code.
(d) For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Partners' Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes, taking into account any adjustments required pursuant to Section 704(b) of the Code and the applicable regulations thereunder as more fully described in Exhibit B attached hereto.
Partner's Accounts. A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulation 1.704-1(b)(2)(iv).
Partner's Accounts. Separate Capital Accounts shall be maintained for each Partner, including any permitted transferee of a Partner.
Partner's Accounts. Each Partner shall have, inter alia, a capital contribution account, a loan account (if applicable), an income account and a capital account which will be operated as follows: the Capital Contribution of each Partner shall be credited to its capital contribution account; the Loan Commitment drawdowns shall be credited to its loan account and repayments of Outstanding Loan pursuant to clause 12.1 or otherwise pursuant to this Agreement shall be debited to such account; and the Net Income, Net Income Losses, Capital Gains and Capital Losses allocated to each Partner pursuant to clause 10 or 11 shall be credited or debited as the case may be to that Partner's income account or capital account, and distributions to each Partner pursuant to clause 12 (other than repayments of Outstanding Loan) shall be debited to that Partner's income account or capital account.
Partner's Accounts. (a) Separate capital accounts shall be maintained for each Partner consisting of all Capital Contributions made by such Partner, increased by the amount of Partnership income and gain allocated to it pursuant to this agreement and decreased by (i) the Fair Market Value of property (net of any liability secured by such property that the Partner is considered to assume or take subject to) and the amount of cash distributed to such Partner pursuant to this agreement and (ii) the amount of Partnership losses and deductions allocated to it pursuant to this agreement.
(b) If any Partner has a deficit balance in its capital account (after giving effect to all Capital Contributions, distributions and allocations), such Partner shall have no obligation to make any contribution to the capital of the Partnership by reason of such deficit.
Partner's Accounts. The Operating Partner shall ------------------ establish and maintain for each Partner on the books of the Partnership, a Partner's Account which shall show the amount of cash capital contributions, any amounts credited to such Partner under Section 12.03 and the net fair market value of any property contributed to the Partnership in accordance with Section ------- 4.02 by such Partner (or its predecessor in the case of a transferred Partner's ---- Interest). The Partner's Account of a Partner shall be increased by the amount of any net income (or items of gross income) allocated to such Partner in accordance with Section 11.01, and decreased by (i) the amount of any net loss ------------- (or items of loss or deduction) allocated to such Partner in accordance with Section 11.01, (ii) the amount of any cash distributed to such partner and (iii) ------------- the fair market value of any asset distributed in kind to such Partner (net of all liabilities secured by such asset that such Partner is considered to assume or take subject to under Section 752 of the Code). The Partner's Account of a Partner also shall be adjusted appropriately to reflect any other adjustment required pursuant to applicable Treasury Regulations.
Partner's Accounts. (1) A capital account, a loan account and a reserve account will be maintained for each limited partner.
(2) The limited partner's contribution will be booked on the capital account. The non-withdrawable profit shares allocable to the relevant limited partner and the shares in any losses allocable to that limited partner will be booked on the reserve account. Any withdrawable profit shares, amounts actually withdrawn, remuneration for services performed, reimbursement of out-of-pocket expenses and other expenses, interest amounts and other payments made between the Partnership and the limited partner will be booked on the loan account.
(3) No interest will accrue on any amounts standing to the credit of the capital accounts and the reserve accounts. Interest at a (fixed) rate of 5 per cent per annum will be payable on any credit and debit on the loan accounts. As between the partners, interest will be treated as expense or, respectively, income.
(4) The partners may decide by way of a unanimous resolution to dissolve all or part of any credit on the reserve account and to transfer the relevant amounts to the limited partner's loan account, provided that there is no loss carried forward.
(5) A settlement account will be maintained for the General Partner. Interest at a rate of 5 per cent per annum will be payable on any credit and debit on the settlement account.
Partner's Accounts. (1) A capital account, a loan account and a reserve account will be maintained for each limited partner.
(2) The limited partner's contribution will be booked on the capital account. The non-withdrawable profit shares allocable to the relevant limited partner and the shares in any losses allocable to that limited partner will be booked on the reserve account. Any withdrawable profit shares, amounts actually withdrawn, remuneration for services performed, reimbursement of out-of-pocket expenses and other expenses, interest amounts and other payments made between the Partnership and the limited partner will be booked on the loan account.
(3) No interest will accrue on any amounts standing to the credit of the capital accounts and the reserve accounts. Interest at a rate of 0.5 per cent per annum. above the base interest rate (Sec. 247 of the German Civil Code (Bürgerliches Gesetzbuch, "BGB")) will be payable on any credit and debit on the loan accounts. As between the partners, interest will be treated as expense or, respectively, income.
(4) The partners may decide by way of a unanimous resolution to dissolve all or part of any credit on the reserve account and to transfer the relevant amounts to the limited partner's loan account, provided that there is no loss carried-forward.
(5) A settlement account will be maintained for the General Partner. Interest at a rate of 0.5 per cent per annum above the base interest rate (Sec. 247 BGB) will be payable on any credit and debit on the settlement account.
Partner's Accounts. 15.1 The Partnership shall have the following partners' accounts (Gesellschafterkonten) for each Partner: p) a fixed capital account I (Kapitalkonto I), where the partnership interest (Kapitalanteil) of each Partner is booked, q) a capital account II (Kapitalkonto II), where the profit share, as far as it is not booked into the loss carried forward account, capital contributions and capital withdrawals are to be booked; the General Partner is entitled and upon request of a Limited Partner obliged to pay out any amount on the capital accounts II to the Partners, r) a loss carried forward account (Verlustkonto) as a sub-account to the capital account II, where losses of the Partnership are booked; subsequent profits shall be booked to the loss carried forward account up to the losses accumulated in this account in order to compensate them,
Partner's Accounts. (1) The following accounts shall be kept for each partner: a fixed capital account (Capital Account I) a floating capital account as clearing account (Capital Account II) a Loss Carry Forward Account
(2) The Capital Account I shall record the fixed capital contribution of the partners; this account does not bear interest.
(3) The Capital Account II shall record all capital transactions between the Limited Partnership and the respective partner, and profits shall be credited thereto in accordance with sec. 11 subsec. 3 (e.g., advance profits pursuant to [section] 11 para. 2, withdrawals, remuneration for activities, interest). The Capital Account II bears an interest at a rate of 2% p.a. above the respective discount rate of Deutsche Bundesbank. Interest shall be expense of the Company.
(4) Losses attributable to a partner shall be booked to the Loss Carry Forward Account. SEC. 5 MANAGEMENT, REPRESENTATION, EXERCISE OF CONTROL
(1) Only the general partner is entitled and obliged to manage and represent the Limited Partnership. The General Partner itself and its managing directors are released from the restrictions of sec.181 Civil Code for business transactions with the Limited Partnership.
(2) The Limited Partners' right to objection according to sec. 164 Commercial Code is excluded.
