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. 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. 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. 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 Capital Accounts of the Partners shall be revalued pursuant to Section 8.4 of the Partnership Agreement immediately prior to the distribution of the Redemption Consideration to CTI and CTLPJV to cause (i) the Capital Accounts of CTI and CTLPJV (as adjusted to reflect all other allocations and distributions prior to such effective date) to reflect a credit balance equal to the amount of their respective shares of the Redemption Consideration, (ii) the Capital Account of Linden GP to reflect a credit balance equal to 1.1% (.58 / 52.5) of the credit balance in the Capital Account of CTI and (iii) the Capital Account of Linden LP to reflect a credit balance equal to 90.5% of the credit balance in the Capital Account of CTLPJV and a credit balance equal to 80.4% (46.92/52.5) of the credit balance in the Capital Account of CTI.
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. When a new or existing Member acquires an additional Member Interest, the Manager shall determine the potential "Adjustment in Value" by multiplying the Company's unrealized gain or loss by the difference in number of percentage points between the contributing Member's new proportionate share of outstanding Member Units of all classes and its previous proportionate share, if any. For the purpose of this Section 3.4(b), the Manager shall calculate unrealized gain or loss by multiplying (1) the difference between (A) the Net Book Value of the Company and (B) the implied value of the Company, with the latter based upon the price per Member Unit of Member Units issued in exchange for such additional Member Interest times the total number of Member Units outstanding. (i) If a new or existing Member acquires an additional Member Interest, and (A) the resulting potential Adjustment in Value exceeds 3 % of the Net Book Value, or (B) if the aggregate Adjustment in Value measured from the time of the most recent adjustment exceeds 3% of the Net Book Value, the Manager shall revalue the property of the Company to its fair market value (as determined by the Manager, and taking into account Code Section 7701(g)) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). (ii) If (A) a new or existing Member acquires an additional Member Interest in exchange for more than a de minimis Capital Contribution that is not covered by paragraph (i) hereof, (B) the Company distributes to a Member more than a de minimis amount of Company property as consideration for a Member Interest, or (C) the Company is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), the Manager may, in its sole and absolute discretion, revalue the property of the Company to its fair market value (as determined by the Manager, in its sole and absolute discretion, and taking into account Code Section 7701(g)) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). (iii) When the Company's property is revalued by the Manager, the Capital Accounts of the Members shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Members pursuant to Section 6.1 if there were a taxable disposition of such property for its fai...
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.
