Revaluation of Company Property. If (a) an acquisition of a Company Interest for more than a de minimis capital contribution occurs, or (b) a distribution (other than a de minimis distribution) to a Member in consideration for a Company Interest occurs, the Members may revalue the assets of the Company at the then fair market value and adjust the Capital Accounts of the Members in the same manner as provided in Section 7.3 in the case of a property distribution. If there is a reallocation pursuant to this Section 4.6, then Capital Accounts shall thereafter be adjusted for allocations of depreciation (cost recovery) and gain or loss in accordance with the provisions of Treas. Reg. (S) 1.704-1(b)(2)(iv)(f) and (g), and the Members' distributive shares of depreciation (cost recovery) and gain or loss computed in accordance with the principles of section 704(c) of the Code and the regulations promulgated thereunder using the traditional method (within the meaning of Treas. Reg. (S) 1.704-3(b)).
Revaluation of Company Property. The Capital Accounts of the Members shall be increased or decreased to reflect a Revaluation of Company Property (including intangible assets such as goodwill) on the Company’s books in connection with a Revaluation Event. Upon such Revaluation: (1) the Book Value of Company Property shall be adjusted based on the fair market value of Company Property (taking section 7701(g) of the Code into account) on the Revaluation Date; (2) the unrealized income, gain, loss, or deduction inherent in such Company Property (that has not been reflected in the Capital Accounts previously) would be allocated among the Members as if there were a taxable disposition of such Company Property for such fair market value on the Revaluation Date. EXHIBIT 2 to Offering Circular/Opening Night Enterprises, LLC/Operating Agreement 21
Revaluation of Company Property. (a) Upon the occurrence of a Revaluation Event, the Manager may revalue all Company property (whether tangible or intangible) for Book purposes to reflect the Adjusted Fair Market Value of Company property immediately prior to the Revaluation Event. In the event that Company property is so revalued, the Capital Accounts of the Members shall be adjusted in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(f).
(b) Upon the distribution of Company property to a Member, if Company property is not revalued pursuant to Section 2.02(a), the property to be distributed shall be revalued for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution, and the Capital Accounts of all Members shall be adjusted in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(e).
Revaluation of Company Property. (a) Upon the occurrence of a Revaluation Event, the Managing Member may revalue all Company property (whether tangible or intangible) for Book purposes to reflect the Adjusted Fair Market Value of Company property immediately prior to the Revaluation Event. In the event that Company property is so revalued, the Capital Accounts of the Members shall be adjusted in accordance with Treas. Reg. §1.704-1(b)(2)(iv)(f). Upon the exercise of a noncompensatory option, the Managing Member will revalue all Company property (whether tangible or intangible) in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(s).
(b) Upon the distribution of Company property to a Member, if Company property is not revalued pursuant to Section 2.02(a) of this Appendix, the property to be distributed shall be revalued for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution, and the Capital Accounts of all Members shall be adjusted in accordance with Treas. Reg. §1.704-1(b)(2)(iv)(e).
Revaluation of Company Property. The Capital Accounts of the Members shall be adjusted to reflect a revaluation of Company Property made pursuant to the definition of Gross Asset Value and in accordance with the provisions of Section 14.14 hereof; provided that any adjustments hereunder shall be made in accordance with and to the extent provided in Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), and taking into account Regulation Section 1.704-1(b)(2)(iv)(h).
Revaluation of Company Property. (a) Upon the occurrence of a Revaluation Event, all Company property (whether tangible or intangible) shall be revalued for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to the Revaluation Event, and the Capital Accounts of the Members shall be adjusted in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(f). If the Company owns property that is an interest in an entity treated as a partnership for federal income tax purposes, such entity shall not itself be subject to a revaluation of its property by reason of a Revaluation Event at the Company level.
(b) Upon the dissolution of the Company or the distribution of Company property to a Member under circumstances not constituting a Revaluation Event, such property shall be revalued for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution.
Revaluation of Company Property. (a) Upon the occurrence of a Revaluation Event, Company property (whether tangible or intangible) shall be revalued, and the Capital Accounts of the Members shall be adjusted in accordance with Sections 2.03(d) and 2.04(e) of this Exhibit, to reflect the Adjusted Fair Market Value of Company property immediately prior to the Revaluation Event.
(b) Upon the distribution of Company property to a Member under circumstances not constituting a Revaluation Event, such property shall be revalued, and the Capital Account of each Member shall be adjusted in accordance with Sections 2.03(e) and 2.04(f) of this Exhibit, to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution. The Capital Account of the Member receiving such distribution shall then be adjusted in accordance with Section 2.04(b) of this Exhibit to reflect such distribution.
(c) In the event that the adjusted tax basis of Company property is increased or decreased under Section 732, 734, or 743 of the Code, a corresponding adjustment shall be made to the value of Company assets to the extent that such increase or decrease is reflected in Capital Accounts pursuant to Section 2.09 of this Exhibit.
Revaluation of Company Property. (i) Upon the occurrence of a Revaluation Event, the Executive Committee will revalue all Company property (whether tangible or intangible) for Book purposes to reflect the Adjusted Fair Market Value of Company property on the date of the Revaluation Event. Any upward and downward revaluations of Company property will be taken into account in determining Net Book Income or Net Book Loss.
(ii) Upon the distribution of Company property to a Member, if Company property is not revalued pursuant to Section 3.8(b)(i), the property to be distributed will be revalued by the Executive Committee for Book purposes to reflect the Adjusted Fair Market Value of such property immediately prior to such distribution, and the Capital Accounts of all Members will be adjusted in accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(e).
Revaluation of Company Property. The Members agree that if there shall occur, during any period in which there shall be more than one Member, (a) an acquisition of Units in the Company for more than a de minimis Capital Contribution, or (b) a distribution (other than a de minimis distribution) to a Member in redemption of all or part of a Member’s Units, then the Company shall revalue the assets of the Company at their then fair market value and adjust the Capital Accounts in the same manner as provided in Section 16.1 in the case of a property distribution. If there is a revaluation pursuant to this Section 7.5, then Capital Accounts shall thereafter be adjusted for allocations of depreciation (cost recovery) and gain or loss in accordance with the provisions of Treas. Reg. §§ 1.704-1(b)(2)(iv)(f) and (g), and the Members’ distributive shares of depreciation (cost recovery) and gain or loss shall thereafter be computed in accordance with the principles of IRC § 704(c) and the regulations promulgated thereunder using the traditional method with curative allocations within the meaning of Treas. Reg. § 1.704-3(c).
Revaluation of Company Property. If there shall occur ‘(a) an acquisition of an interest from the Company for more than a de minimis capital contribution, or (b) a distribution (other than a de minimis distribution) to a Member in redemption of all or part of a Member’s Interest, then the Company shall revalue the assets of the Company at their then fair market value and adjust the capital accounts in the same manner as in the case of a property distribution. If there is a revaluation, then capital accounts shall hereafter be adjusted for allocations of depreciation (cost recovery) and gain or loss in accordance with the provisions of treasury regulations sections 1.704-1(b)(2)(iv)(f) and (g), and the Members’ distributive shares of depreciation (cost recovery) and gain or loss shall thereafter be computed in accordance with the principles of IRS section 704(c) and the regulations promulgated thereunder using the traditional method with curative allocations within the meaning of treasury regulations section 1.704-3(c).
