Capital Interest Percentage means, at any time of determination and as to any Member, the percentage of the total distributions that would be made to such Member if the assets of the Company were sold for their respective Carrying Values, all liabilities of the Company were paid in accordance with their terms (limited in the case of non-recourse liabilities to the Carrying Value of the property securing such liabilities), all items of Company Net Profit, Net Loss, income, gain, loss and deduction were allocated to the Members in accordance with Section 4.4, and the resulting net proceeds were distributed to the Members in accordance with Article VIII; provided, however, that the Board may determine that the Members’ Capital Interest Percentages should be determined based upon a hypothetical sale of the assets of the Company for their respective fair market values (instead of Carrying Values) in order to ensure that such percentages correspond to the Members’ “proportionate interests in partnership capital” as defined in Treasury Regulation Section 1.613A-3(e)(2)(ii). The foregoing definition of Capital Interest Percentage is intended to result in a percentage for each Member that corresponds with the Member’s “proportionate interest in partnership capital” as defined in Treasury Regulation Section 1.613A-3(e)(2)(ii), and Capital Interest Percentage shall be interpreted consistently therewith.
Capital Interest Percentage means, with respect to any Member, as of any date of determination and as determined in good faith by the Manager, the percentage of the total distributions that would be made to such Member if the assets of the Company were sold for their Carrying Values, all liabilities of the Company were paid in accordance with their terms, all Management Loans were satisfied, all items of Net Income and Net Loss were allocated to the Members in accordance with Article V, and the resulting net proceeds were distributed to the Members in accordance with Article XI; provided, however, that the Manager may determine that the Members’ Capital Interest Percentages should be determined based upon a hypothetical sale of the assets of the Company for their respective Fair Market Values (instead of Carrying Values) in order to ensure that such percentages correspond to the Members’ “proportionate interests in partnership capital” as defined in Treasury Regulation Section 1.613A-3(e)(2)(ii). The foregoing definition of Capital Interest Percentage is intended to result in a percentage that corresponds with that defined as “partner’s proportionate interest in partnership capital” in Treasury Regulation Section 1.613A-3(e)(2)(ii), and Capital Interest Percentage shall be interpreted consistently therewith.
Capital Interest Percentage means, at any time of determination and as to any Member, the percentage of the total distributions that would be made to such Member if any outstanding unvested Class B Units became vested, the assets of the Company were sold for their respective Carrying Values, all liabilities of the Company were paid in accordance with their terms (limited in the case of non-recourse liabilities to the Carrying Value of the property securing such liabilities), all items of Company Profit, Loss, income, gain, loss and deduction were allocated to the Members in accordance with Article VIII, and the resulting net proceeds were distributed to the Members in accordance with Article XII; provided, however, that the Board may determine that the Members’ Capital Interest Percentages should be determined based upon a hypothetical sale of the assets of the Company for their respective fair market values (instead of Carrying Values) in order to ensure that such percentages correspond to the Members’ “proportionate interests in partnership capital” as defined in Treasury Regulations § 1.613A-3(e)(2)(ii). The foregoing definition of Capital Interest Percentage is intended to result in a percentage for each Member that corresponds with the Member’s “proportionate interest in partnership capital” as defined in Treasury Regulations § 1.613A-3(e)(2)(ii), and Capital Interest Percentage shall be interpreted consistently therewith.
Examples of Capital Interest Percentage in a sentence
The initial Capital Interest Percentage for each Capital Interest Member is shown on Exhibit A attached hereto, as the same may be adjusted from time to time and as the same may be amended pursuant to the dilution provisions of Section 8.4. 1.13 Code.
Upon the admission of an additional Member, the Managers shall determine the Capital Interest Percentage, Expense Percentage, and (subject to the unanimous approval of the holders of the Class B Units) Profits Interest Percentage such Member will have, if any.
With respect to each Member the Capital Interest Percentage (as defined below) shown on Exhibit A attached hereto, as the same may be adjusted from time to time.
At such time that a Giveback Obligation or a Clawback Obligation (defined below) arises, all persons (including, but not limited to, Members, former Members, Economic Assignees, and their respective estates and spouses, as applicable) who hold a Capital Interest Percentage or a Profits Interest Percentage (each an “Interest Holder,” and collectively, the “Interest Holders”) shall be liable under the following Sections 6.04(a),(b) and (c).
By way of example, if at the time of the Withdrawing Member’s withdrawal, such Withdrawing Member had a 20% Capital Interest Percentage and had contributed $20 of total Member Capital Interest Contributions of $100, and at a subsequent capital call, the other Members contribute $100, for total Member Capital Interest Contributions of $200, then the Withdrawing Member’s Capital Interest Percentage would be reduced from 20% to 10%.
More Definitions of Capital Interest Percentage
Capital Interest Percentage means, with respect to any Member, as of any date of determination and as determined in good faith by the Manager, the percentage of the total distributions that would be made to such Member if the assets of the Company were sold for their Carrying Values, all liabilities of the Company were paid in accordance with their terms, all Management Loans were satisfied, all Unvested Units became Vested Units, all items of Net Income and Net Loss were allocated to the Members in accordance with Article V, and the resulting net proceeds were distributed to the Members in accordance with Article XI; provided, however, that the Manager may determine that the Members’ Capital Interest Percentages should be determined based upon a hypothetical sale of the assets of the Company for their respective Fair Market Values (instead of Carrying Values) in order to ensure that such percentages correspond to the Members’ “proportionate interests in partnership capital” as defined in Treasury Regulation Section 1.613A-3(e)(2)(ii). The foregoing definition of Capital Interest Percentage is intended to result in a percentage that corresponds with that defined as “partner’s proportionate interest in partnership capital” in Treasury Regulation Section 1.613A-3(e)(2)(ii), and Capital Interest Percentage shall be interpreted consistently therewith.
Capital Interest Percentage means, at any time of determination and as to any Member, the percentage of the total distributions that would be made to such Member if all of the Series M Units and Series Z Units became Vested Units, the assets of the Company were sold for their fair market values, all liabilities of the Company were paid in accordance with their terms, all items of Company income, gain, loss and deduction were allocated to the Members in accordance with Article 4, and the resulting net proceeds were distributed to the Members in accordance with the terms of this Agreement. The foregoing definition of Capital Interest Percentage is intended to result in a percentage that corresponds with that defined as “partner’s proportionate interest in partnership capital” in Treasury Regulation Section 1.613A-3(e)(2)(ii), and Capital Interest Percentage shall be interpreted consistently therewith.
Capital Interest Percentage means, at any time of determination and as to any Member, the percentage of the total distributions that would be made to such Member if all of the Series M Units and Series Z Units became Vested Units, the assets of the Company were sold for their fair market values, all liabilities of the Company were paid in accordance with their terms, all items of Company income, gain, loss and deduction were allocated to the Members in accordance with Article 4 , and the resulting net proceeds were distributed to the Members in accordance with the terms of this Agreement. The foregoing definition of Capital Interest Percentage is intended to result in a percentage that corresponds with that defined as “partner’s proportionate interest in partnership capital” in Treasury Regulation Section 1.613A-3(e)(2)(ii), and Capital Interest Percentage shall be interpreted consistently therewith.
Capital Interest Percentage means, at any time of determination and as to any Member, the percentage of the total distributions that would be made to such Member if the assets of the Company were sold for their fair market values, all liabilities of the Company were paid in accordance with their terms, all items of Company income, gain, loss and deduction were allocated to the Members in accordance with Article V, and the resulting net proceeds were distributed to the Members in accordance with the terms of this Agreement. The foregoing definition of Capital Interest Percentage is intended to result in a percentage that corresponds with that defined as “partner’s proportionate interest in partnership capital” in Treasury Regulations Section 1.613A-3(e)(2)(ii), and Capital Interest Percentage shall be interpreted consistently therewith.
Capital Interest Percentage means, at any time of determination and as to any Member, the percentage of the total distributions that would be made to such Member if the assets of the Company were sold for their respective Book Values, all liabilities of the Company were paid in accordance with their terms (limited in the case of non-recourse liabilities to the Book Value of the property securing such liabilities), all items of Company Profit, Loss, income, gain, loss and deduction were allocated to the Members in accordance with Article VI, and the resulting net proceeds were distributed to the Members (net of any obligations of the Members to the Company) in accordance with Article XII; provided, however, that the Board may determine that the Members’ Capital Interest Percentages should be determined based upon a hypothetical sale of the assets of the Company for their respective Fair Market Values (instead of Book Values) in order to ensure that such percentages correspond to the Members’ “proportionate interests in partnership capital” as defined in Treasury Regulation Section 1.613A-3(e)(2)(ii). The foregoing definition of Capital Interest Percentage is intended to result in a percentage for each Member that corresponds with the Member’s “proportionate interest in partnership capital” as defined in Treasury Regulation Section 1.613A-3(e)(2)(ii), and Capital Interest Percentage shall be interpreted consistently therewith.
Capital Interest Percentage means, at any time of determination and as to any Member, the percentage of the
Capital Interest Percentage means, at any time of determination and as to any Member, the percentage of the total distributions that would be made to such Member if the assets of the Company were sold for their respective Gross Asset Values, all liabilities of the Company were paid in accordance with their terms, and the resulting net proceeds were distributed to the Members in accordance with Section 5.1; provided, however, that the Managing Member may determine that the Members’ Capital Interest Percentages should be determined based upon hypothetical sale of the assets of the Company for their respective Fair Market Values (instead of Gross Asset Values) in order to ensure that such percentages correspond to the Members “proportionate interests in partnership capital” as defined in Regulations Section 1.613A-3(e)(2)(ii). The foregoing definition of Capital Interest Percentage is intended to result in a percentage for each Member that corresponds with such Member’s “proportionate interest in partnership capital” as defined in Regulations Section 1.613A- 3(e)(2)(ii), and Capital Interest Percentage shall be interpreted consistently therewith.