Revaluation of Property. (a) The assets of the Partnership shall be revalued on the books of the Partnership to equal their fair market values in accordance with Treasury Regulations § 1.704-1(b)(2)(iv)(f) at the following times: (A) the day immediately preceding the acquisition of an additional Interest in the Partnership by any existing or new Partner in exchange for more than a de minimis Capital Contribution to the capital of the Partnership pursuant to Sections 3.2, 7.4 and 8.7; (B) on the day of any withdrawal of more than a de minimis portion of the Capital Account pursuant to Section 5.2 before taking into account such withdrawal; (C) the termination of the Partnership for Federal income tax purposes, other than a termination pursuant to Code section 708(b)(1)(B); and (D) the occurrence of any other event upon which the General Partner believe such revaluation is appropriate. Upon revaluation of the Partnership’s assets pursuant to this Section 4.5(a), (i) the fair market value of the assets shall be determined by the unanimous agreement of all Partners and (ii) each Partner’s Capital Account shall be adjusted as if such assets were sold for their fair market values and the Net Income and Net Losses recognized on such sale were allocated to the Partners in accordance with Section 4.1.
Revaluation of Property. In addition to the adjustments to the Capital Accounts set forth in the second paragraph of the definition of “Capital Account” regarding adjustments to Gross Asset Values of assets of the Company, the Members may, in accordance with Section l.704-1(b)(2)(iv)(f) of the Treasury Regulations and upon the occurrence of any of the events specified therein, adjust the Members’ respective Capital Accounts to reflect a revaluation of Company property. In the event of any such adjustment, the Members’ respective distributive shares of depreciation, amortization and gain or loss with respect to such revalued property shall be determined so as to take account of the variation between the adjusted tax basis and the book value of such property in the same manner as required by Section 704(c) of the Code.
Revaluation of Property. (a) The assets of the Company shall be revalued on the books of the Company to equal their fair market values in accordance with Treasury Regulations §1.704-1(b)(2)(iv)(f) at the following times: (A) the day immediately preceding the acquisition of an additional Interest in the Company by any existing or new Member in exchange for more than a de minimis Capital Contribution to the capital of the Company pursuant to Sections 3.2 and 7.4; (B) on the day of any withdrawal of more than a de minimis portion of the Capital Account pursuant to Section 5.2 before taking into account such withdrawal; (C) the termination of the Company for Federal income tax purposes, including a dissolution of the Company or a termination pursuant to Code §708(b)(1)(B); and (D) the occurrence of any other event upon which the Manager believes such revaluation is appropriate. Upon revaluation of the Company’s assets pursuant to this Section 4.5(a), (i) the fair market value of the assets shall be determined by the unanimous agreement of all Members and (ii) each Member’s Capital Account shall be adjusted as if such assets were sold for their fair market values and the Net Income and Net Losses recognized on such sale were allocated to the Members in accordance with Section 4.1.
Revaluation of Property. (a) The assets of the Partnership shall be revalued on the books of the Partnership to equal their fair market values in accordance with Treasury Regulations § 1.704-1(b)(2)(iv)(f) at the following times: (A) the day immediately preceding the acquisition of an additional Interest in the Partnership by any existing or new Partner in exchange for more than a de minimis Capital Contribution to the capital of the Partnership pursuant to Sections 3.2, 7.4 and 8.7; (B) on the day of any withdrawal of more than a de minimis portion of the Partnership Capital Account pursuant to Section 5.3 before taking into account such withdrawal; (C) the termination of the Partnership for Federal income tax purposes, other than a termination pursuant to Code section 708(b)(1)(B); and (D) the occurrence of any other event upon which the General Partners believe such revaluation is appropriate. For purposes of the preceding sentence, the General Partners shall determine whether any contribution of capital to or withdrawal from the Partnership is in more than a de minimis amount. Upon revaluation of the Partnership’s assets pursuant to this Section 4.5(a), (i) the fair market value of the assets shall be determined by the unanimous agreement of all General Partners, (ii) each Partner’s Capital Account shall be adjusted as if such assets were sold for their fair market values and the Net Income and Net Losses recognized on such sale were allocated to the Partners in accordance with Section 4.1, and (iii) each Partner’s Percentage Interest shall equal the percentage determined by dividing the balance of such Partner’s adjusted Capital Account by the aggregate balance of all Partners’ adjusted Capital Accounts.
Revaluation of Property. Upon (i) the acquisition of any additional interest in the Company by any new or existing Member in exchange for more than a de minimis Contribution, (ii) the distribution by the Company to a Member of more than a de minimis amount of Property as consideration for an interest of the Company; (iii) or the liquidation of the Company within the meaning of Regulation § 1.704-1(b)(2)(ii)(g); any revaluation gain or loss shall be allocated to the Capital Accounts of the Members with Capital Accounts in the same manner as if the Company Property had been sold. In each case where there is an adjustment to Capital Accounts by reason of a revaluation of Company Property on the Company’s books, the Capital Accounts shall also be adjusted in accordance with Section 1.704-1(b)(2)(iv)(g) of the Regulations for allocations to them of depreciation, depletion, amortization, and gain or loss, as computed for book purposes, with respect to such Property.
