Common use of Unrealized Gains and Losses Clause in Contracts

Unrealized Gains and Losses. (i) In accordance with Regulations § 1.704-l(b)(2)(iv)(f), on an issuance of additional Membership Interests for cash or Contributed Property, the Capital Account of each Member and the Carrying Value of each Company property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. In determining such Unrealized Gain or Unrealized Loss, the aggregate fair market value of all Company assets (including cash or cash equivalents) immediately prior to the issuance of additional Interests shall be determined by the Company using such method of valuation as the Board may adopt. (ii) In accordance with Regulations § 1.704-1(b)(2)(iv)(f), immediately prior to any distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Membership Interest), the Capital Account of each Member and the Carrying Value of each Company property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. In determining such Unrealized Gain or Unrealized Loss, the aggregate fair market value of all Company assets (including cash or cash equivalents) immediately prior to the distribution shall (x) in the case of a distribution other than a distribution made pursuant to Section 10.2, be determined in the same manner as that provided in Section 5.8(d)(i) or (y) in the case of a liquidating distribution pursuant to Section 10.2, be determined by the Liquidating Trustee using such method of valuation as it may adopt.

Unrealized Gains and Losses. (i1) In accordance Consistent with the provisions of Regulations § Section 1.704-l(b)(2)(iv)(f1(b)(2)(iv)(f), on an issuance of additional Membership Interests for cash or Contributed Propertyand as provided in Section 4.4(d)(2), the Capital Account Carrying Values of each Member and the Carrying Value of each all Company property immediately prior to such issuance assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company propertyProperty, as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. In determining such Unrealized Gain or Unrealized Loss, 6.1 of the aggregate fair market value Agreement. (2) Such adjustments shall be made as of all Company assets the following times: (including cash or cash equivalentsi) immediately prior to the issuance acquisition of an additional Interests shall be determined interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the distribution by the Company using to a Member of more than a de minimis amount of Property as consideration for an interest in the Company; and (iii) immediately prior to the liquidation of the Company or the Managing Member's interest in the Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (i) and (ii) above shall be made only if the Managing Member reasonably determines that such method adjustments are necessary or appropriate to reflect the relative economic interests of valuation as the Board may adoptMembers in the Company. (ii3) In accordance with Regulations § Section 1.704-1(b)(2)(iv)(f), immediately prior to any distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Membership Interest1(b)(2)(iv)(e), the Capital Account Carrying Values of each Member and the Carrying Value of each Company property assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company propertyProperty, as if of the time any such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss, Loss the aggregate cash amount and fair market value of all Company assets (including cash or cash equivalents) immediately prior to the distribution shall (x) in the case of a distribution other than a distribution made pursuant to Section 10.2, be determined in by the same manner Managing Member using such reasonable method of valuation as that provided in Section 5.8(d)(i) it may adopt, or (y) in the case of a liquidating distribution pursuant to Section 10.2Article XIII of this Agreement, be determined and allocated by the Liquidating Trustee Liquidator using such method reasonable methods of valuation as it may adopt. The Managing Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Company (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (i1) In accordance Consistent with the provisions of Regulations § Section 1.704-l(b)(2)(iv)(f1(b)(2)(iv)(f), on an issuance of additional Membership Interests for cash or Contributed Propertyand as provided in Section 4.4(d)(2), the Capital Account Carrying Values of each Member and the Carrying Value of each all Company property immediately prior to such issuance assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company propertyProperty, as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. In determining such Unrealized Gain or Unrealized Loss, 6.1 of the aggregate fair market value Agreement. (2) Such adjustments shall be made as of all Company assets the following times: (including cash or cash equivalentsi) immediately prior to the issuance acquisition of an additional Interests shall be determined interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the distribution by the Company using to a Member of more than a de minimis amount of Property as consideration for an interest in the Company; and (iii) immediately prior to the liquidation of the Company or the Managing Member’s interest in the Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (i) and (ii) above shall be made only if the Managing Member reasonably determines that such method adjustments are necessary or appropriate to reflect the relative economic interests of valuation as the Board may adoptMembers in the Company. (ii3) In accordance with Regulations § Section 1.704-1(b)(2)(iv)(f), immediately prior to any distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Membership Interest1(b)(2)(iv)(e), the Capital Account Carrying Values of each Member and the Carrying Value of each Company property assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company propertyProperty, as if of the time any such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Company assets (including cash or cash equivalents) immediately prior to the distribution shall (x) in the case of a distribution other than a distribution made pursuant to Section 10.2, be determined in by the same manner Managing Member using such reasonable method of valuation as that provided in Section 5.8(d)(i) it may adopt, or (y) in the case of a liquidating distribution pursuant to Section 10.2Article XIII of this Agreement, be determined and allocated by the Liquidating Trustee Liquidator using such method reasonable methods of valuation as it may adopt. The Managing Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Company (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (i1) In accordance Consistent with Regulations § the provisions of Regulation Section 1.704-l(b)(2)(iv)(f1(b)(2)(iv)(f), on an issuance of additional Membership Interests for cash or Contributed Propertyand as provided in Section 4.3(d)(2), the Capital Account Carrying Values of each Member and the Carrying Value of each all Company property immediately prior to such issuance assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as of the times of the adjustments provided in Section 4.3(d)(2) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. In determining such Unrealized Gain or Unrealized Loss, 6.1 of this Agreement. (2) Such adjustments shall be made as of the aggregate fair market value of all Company assets following times: (including cash or cash equivalentsi) immediately prior to the issuance acquisition of an additional Interests shall be determined interest in the Company by any new or existing Member in exchange for more than a deminimis Capital Contribution; (ii) immediately prior to the distribution by the Company using such method to a Member of valuation more than a deminimis amount of property as consideration for an interest in the Board may adoptCompany; and (iii) immediately prior to the liquidation of the Company or the Managing Member's interest in the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g). (ii3) In accordance with Regulations § Regulation Section 1.704-1(b)(2)(iv)(f1(b)(2)(iv)(e), immediately prior to any distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Membership Interest), the Capital Account of each Member and the Carrying Value of each Company property assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if of the time any such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss, Loss the aggregate cash amount and fair market value of all Company assets (including cash or cash equivalentsequivalent) immediately prior to the distribution shall (x) in the case of a distribution other than a distribution made pursuant to Section 10.2, be determined in by the same manner Managing Member using such fair and reasonable method of valuation as that provided in Section 5.8(d)(i) it may adopt or (y) in the case of a liquidating distribution pursuant to Section 10.2Article XIII of this Agreement, be determined and allocated by the Liquidating Trustee Liquidator using such method reasonable methods of valuation as it may adopt. The Managing Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Company (in such fair and reasonable manner as it determines to arrive at fair market value for individual properties).

Unrealized Gains and Losses. (i1) In accordance Consistent with the provisions of Regulations § 1.704Section l.704-l(b)(2)(iv)(f1(b)(2)(iv)(f), on an issuance of additional Membership Interests for cash or Contributed Propertyand as provided in Section 4.4(d)(2), the Capital Account Carrying Values of each Member and the Carrying Value of each all Company property immediately prior to such issuance assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company propertyProperty (subject to any adjustments required with respect to the conversion feature of the Series D Preferred Units and any other securities issued by the Company that are exercisable or convertible into Common Units, as determined by the Managing Member in its sole discretion), as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. In determining such Unrealized Gain or Unrealized Loss, 6.1 of the aggregate fair market value Agreement. (2) Such adjustments shall be made as of all Company assets the following times: (including cash or cash equivalentsi) immediately prior to the issuance acquisition of an additional Interests shall be determined interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the distribution by the Company using to a Member of more than a de minimis amount of Company Property as consideration for an interest in the Company, and (iii) immediately prior to the liquidation of the Company or the Managing Member’s interest in the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (i) and (ii) above shall be made only if the Managing Member reasonably determines that such method adjustments are necessary or appropriate to reflect the relative economic interests of valuation as the Board may adoptMembers in the Company. (ii3) In accordance with Regulations § Section 1.704-1(b)(2)(iv)(f), immediately prior to any distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Membership Interest1(b)(2)(iv)(e), the Capital Account Carrying Values of each Member and the Carrying Value of each Company property assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company propertyProperty, as if of the time any such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Company assets (including cash or cash equivalents) immediately prior to the distribution shall (x) in the case of a distribution other than a distribution made pursuant to Section 10.2, be determined in by the same manner Managing Member using such reasonable method of valuation as that provided in Section 5.8(d)(i) it may adopt, or (y) in the case of a liquidating distribution pursuant to Section 10.2Article XIII of this Agreement, be determined and allocated by the Liquidating Trustee Liquidator using such method reasonable methods of valuation as it may adopt. The Managing Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Company (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (i1) In accordance Consistent with the provisions of Regulations § Section 1.704-l(b)(2)(iv)(f), on an issuance of additional Membership Interests for cash or Contributed Propertyand as provided in Section 4.4(d)(2), the Capital Account Carrying Values of each Member and the Carrying Value of each all Company property immediately prior to such issuance assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. In determining such Unrealized Gain or Unrealized Loss, 6.1 of this Agreement. (2) Such adjustments shall be made as of the aggregate fair market value of all Company assets following times: (including cash or cash equivalentsi) immediately prior to the issuance acquisition of an additional Interests shall be determined interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the distribution by the Company using to a Member of more than a de minimis amount of property as consideration for an interest in the Company; and (iii) immediately prior to the liquidation of the Company or the Managing Member's interest in the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (i) and (ii) above shall be made only if the Managing Member determines such method adjustments are necessary or appropriate to reflect the relative economic interests of valuation as the Board may adoptMembers in the Company. (ii3) In accordance with Regulations § Section 1.704-1(b)(2)(iv)(f), immediately prior to any distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Membership Interest), the Capital Account of each Member and 1(b)(2)(iv)(e) the Carrying Value of each Company property assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if of the time any such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss, Loss the aggregate cash amount and fair market value of all Company assets (including cash or cash equivalents) immediately prior to the distribution shall (x) in the case of a distribution other than a distribution made pursuant to Section 10.2, be determined in by the same manner Managing Member using such reasonable method of valuation as that provided in Section 5.8(d)(i) it may adopt, or (y) in the case of a liquidating distribution pursuant to Section 10.2Article XIII of this Agreement, be determined and allocated by the Liquidating Trustee Liquidator using such method reasonable methods of valuation as it may adopt. The Managing Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Company (in such reasonable manner as it determines to arrive at fair market value for individual properties).

Unrealized Gains and Losses. (i) In accordance with Regulations § 1.704-l(b)(2)(iv)(f), on an issuance of additional Membership Interests for cash or Contributed Property, the Capital Account of each Member and the Carrying Value of each Company property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. In determining such Unrealized Gain or Unrealized Loss, the aggregate fair market value of all Company assets (including cash or cash equivalents) immediately prior to the issuance of additional Interests shall be determined by the Company using such method of valuation as the Board it may adopt. (ii) In accordance with Regulations § 1.704-1(b)(2)(iv)(fl(b)(2)(iv)(f), immediately prior to any distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Membership Interest), the Capital Account of each Member and the Carrying Value of each Company property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. In determining such Unrealized Gain or Unrealized Loss, the aggregate fair market value of all Company assets (including cash or cash equivalents) immediately prior to the distribution shall (x) in the case of a distribution other than a distribution made pursuant to Section 10.2, be determined in the same manner as that provided in Section 5.8(d)(i) or (y) in the case of a liquidating distribution pursuant to Section 10.2, be determined by the Liquidating Trustee using such method of valuation as it may adopt.

Unrealized Gains and Losses. (i1) In accordance Consistent with the provisions of Regulations § Section 1.704-l(b)(2)(iv)(f1(b)(2)(iv)(f), on an issuance of additional Membership Interests for cash or Contributed Propertyand as provided in Section 4.4(d)(2), the Capital Account Book Values of each Member and the Carrying Value of each all Company property immediately prior to such issuance assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. In determining such Unrealized Gain or Unrealized Loss, 6.1 of this Agreement. (2) Such adjustments shall be made as of the aggregate fair market value of all Company assets following times: (including cash or cash equivalentsi) immediately prior to the issuance acquisition of an additional Interests shall be determined interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the distribution by the Company using such method to a Member of valuation more than a de minimis amount of Property as consideration for an interest in the Board may adoptCompany; and (iii) immediately prior to the liquidation of the Company or the Managing Member’s interest in the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g). (ii3) In accordance with Regulations § Section 1.704-1(b)(2)(iv)(f), immediately prior to any distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Membership Interest), 1(b)(2)(iv)(e) the Capital Account of each Member and the Carrying Book Value of each Company property assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if of the time any such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Company assets (including cash or cash equivalents) immediately prior to the distribution shall (x) in the case of a distribution other than a distribution made pursuant to Section 10.2, be determined in by the same manner Managing Member using such reasonable method of valuation as that provided in Section 5.8(d)(i) it may adopt, or (y) in the case of a liquidating distribution pursuant to Section 10.2Article XIII of this Agreement, be determined and allocated by the Liquidating Trustee Liquidator using such method reasonable methods of valuation as it may adopt. The Managing Member, or the Liquidator, as the case may be, shall allocate such aggregate fair market value among the assets of the Company (in such manner as it determines in its reasonable discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (i1) In accordance Consistent with the provisions of Regulations § Section 1.704-l(b)(2)(iv)(f1(b)(2)(iv)(f), on an issuance of additional Membership Interests for cash or Contributed Propertyand as provided in Section 4.4(d)(2), the Capital Account Carrying Values of each Member and the Carrying Value of each all Company property immediately prior to such issuance assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company propertyProperty, as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. In determining such Unrealized Gain or Unrealized Loss, 6.1 of the aggregate fair market value Agreement. (2) Such adjustments shall be made as of all Company assets the following times: (including cash or cash equivalentsi) immediately prior to the issuance acquisition of an additional Interests shall be determined interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the distribution by the Company using to a Member of more than a de minimis amount of Company Property as consideration for an interest in the Company; and (iii) immediately prior to the liquidation of the Company or the Managing Member’s interest in the Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (i) and (ii) above shall be made only if the Managing Member reasonably determines that such method adjustments are necessary or appropriate to reflect the relative economic interests of valuation as the Board may adoptMembers in the Company. (ii3) In accordance with Regulations § Section 1.704-1(b)(2)(iv)(f), immediately prior to any distribution to a Member of any Company property (other than a distribution of cash that is not in redemption or retirement of a Membership Interest1(b)(2)(iv)(e), the Capital Account Carrying Values of each Member and the Carrying Value of each Company property assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company propertyProperty, as if of the time any such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value and had been allocated to the Members at such time pursuant to Section 6.2. asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Company assets (including cash or cash equivalents) immediately prior to the distribution shall (x) in the case of a distribution other than a distribution made pursuant to Section 10.2, be determined in by the same manner Managing Member using such reasonable method of valuation as that provided in Section 5.8(d)(i) it may adopt, or (y) in the case of a liquidating distribution pursuant to Section 10.2Article XIII of this Agreement, be determined and allocated by the Liquidating Trustee Liquidator using such method reasonable methods of valuation as it may adopt. The Managing Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Company (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).