Revaluation of Capital Accounts. The capital accounts of the Members shall be adjusted to reflect revaluation of Company assets in all cases required by treasury regulation § 1.704-l(b) and in all optional circumstances to the extent allowed by treasury regulation § 1.704-l(b)(2)(iv)(f) unless the Board of Managers determines that such revaluation would not be beneficial or fair under the circumstances. If there is a revaluation under this Section 3.6, then the Company shall make special allocations consistent with the principles of Section 704(c) of the Code. In determining such allocations, the Company shall use the traditional method with curative allocations described in treasury regulation § 1,704~3(c) for any Contributed Asset.
Revaluation of Capital Accounts. In connection with a contribution of cash or other property (other than a de minimis amount) by a member or existing member as consideration for the member's interest in the Company, or in connection with the dissolution of the Company or a distribution of money or other property (other than a de minimis amount) by the Company, to a withdrawing member, as consideration for a membership interest, the Capital Accounts of the members shall be adjusted to reflect a revaluation of Company property (including intangible assets) in accordance with Regulation Section 1.704-1(b)(2)(iv)(f). If under Section 1.704-1(b)(2)(iv)(f) of the Regulations, Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a book value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property shall be shared among the members in a manner that takes account of the variation between the adjusted tax basis of such property and its book value, in the same manner as variations between the adjusted tax basis and fair market value of property contributed to the Company are taken into account in determining the members' share of tax items under Section 704(c) of the Code.
Revaluation of Capital Accounts. Capital Accounts shall not be revalued in connection with the Capital Contributions described in Schedule 2.2(a) of the Transaction Agreement and described in Section 2.1(a) and 2.3(a) and (b) of this Agreement.
Revaluation of Capital Accounts. Immediately preceding the admission of additional Limited Partners (as opposed to a substitution of a Limited Partner), the Partnership shall be valued with reference to the amount paid for the Interest being acquired by the additional Limited Partner. The increase or decrease in the value of the Partnership since the last such valuation shall be allocated to the General Partner and the Limited Partners pro rata in accordance with their relative Ownership Percentage Interests immediately preceding such revaluation.
Revaluation of Capital Accounts. Capital Accounts shall not be revalued in connection with the Capital Contributions described in Sections 2.3 and 2.4.
Revaluation of Capital Accounts. In order to facilitate the application of U.S. income tax principles, a revaluation of the Capital Accounts shall occur as set forth in this Section 3.09.
(a) Upon the occurrence of an event described in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), if determined by the Tax Matters Member to be advisable after consulting with the other Member, the Capital Accounts of all the Members shall be revalued based on the fair market value of all the assets of the Company as of the time of such event (a “Revaluation”). Upon a Revaluation, for purposes of Section 3.07, 3.08 and Article IV of this Agreement, the Company shall be deemed to sell all its assets in a single transaction for an aggregate amount realized equal to their fair market value. Such deemed sale price shall be apportioned among the assets based on their relative fair market values. The fair market value of all the Company’s assets, and the apportionment of the deemed sale price among those assets, in connection with a Revaluation shall be determined by the Tax Matters Member after consultation with the other Member.
(b) The Company shall engage in a Revaluation immediately before its dissolution, liquidation or termination.
(c) The gains and losses that would result from the deemed sale of the Company’s assets pursuant to a Revaluation shall be treated as a Revaluation Gain or Revaluation Loss.
Revaluation of Capital Accounts. The Capital Accounts of the Members immediately prior to the Initial Distribution shall be adjusted to equal their respective fair market values as permitted by clause (ii)(B) of the definition of “Gross Asset Value”. DISTRIBUTIons
Revaluation of Capital Accounts. The General Partner shall determine the gross fair market value as of each Valuation Date, as hereinafter defined, of each asset owned by the Partnership at the opening of business on such Valuation Date, and shall adjust the book value of each such asset to equal such gross fair market value. The Partnership shall be deemed to have sold all of its assets for such values as of such Valuation Date. Any gain or loss deemed to have been realized by the Partnership as a result of such deemed sale of its assets shall be treated as an additional item of Net Profit or Net Loss, as the case may be, and shall be allocated to the Partners as provided in Article 6 hereof. "Valuation Date" shall mean for purposes of this Agreement any date designated by the General Partner, provided that on such date either:
Revaluation of Capital Accounts. The Company may, in accordance with Treasury Regulation ss.1.704-1(b)(2)(iv)(f), increase or decrease the Members' Capital Accounts to reflect a revaluation of the Company's property (including intangible assets such as goodwill) on the Company's books (based on the fair market values of such property on the date of such readjustment).
Revaluation of Capital Accounts. Each Member’s Capital Account shall be increased or decreased as necessary to reflect a revaluation of the Company’s property in accordance with the requirements of Treas. Reg. Section 1.704-1(b)(2)(iv)(f) and Treas. Reg. Section 1.704-1(b)(2)(iv)(g), including the special rules under Treas. Reg. Section 1.704-1(b)(4), as applicable. The provisions of this Agreement respecting the maintenance of Capital Accounts are intended to comply with Treas. Reg. Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with those Treas. Regs.
