Common use of Revaluation of Capital Accounts Clause in Contracts

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.