Deemed Capital Account definition

Deemed Capital Account means a Member’s Capital Account, as calculated from time to time, adjusted by (i) adding thereto the sum of (A) the amount of such Member’s Mandatory Obligation, if any, and (B) each Member’s share of Minimum Gain (determined after any decreases therein for such year) and (ii) subtracting therefrom (A) allocations of losses and deductions which are reasonably expected to be made as of the end of the taxable year to the Members pursuant to Code Section 704(e)(2), Code Section 706(d) and Treasury Regulation Section 1.751-1 (b)(2)(ii), and (B) distributions which at the end of the taxable year are reasonably expected to be made to the Member to the extent that said distributions exceed offsetting increases to the Member’s Capital Account (including allocations of the Qualified Income Offset pursuant to Section 12.5 but excluding allocations of Minimum Gain Chargeback pursuant to Section 12.4) that are reasonably expected to occur during (or prior to) the taxable years in which such distributions are reasonably expected to be made.
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Deemed Capital Account means a Partner's Capital Account, as calculated from time to time, adjusted by (i) adding thereto the sum of (A) the amount of such Partner's Mandatory Obligation, if any, and (B) each Partner's share of Minimum Gain (determined after any decreases therein for such year/ and (ii) subtracting therefrom (A) allocations of losses and deductions which are reasonably expected to be made as of the end of the taxable year to the Partners pursuant to Code Section 704(e)(2), Code Section 706(d) and Treasury Regulation Section 1.751-1 (b)(2)(ii), and (B) distributions which at the end of the taxable year are reasonably expected to be made to the Partner to the extent that said distributions exceed offsetting increases to the Partner's Capital Account (including allocations of the Qualified Income Offset pursuant to Section 8.5 but excluding allocations of Minimum Gain Chargeback pursuant to Section8.4) that are reasonably expected to occur during (or prior to) the taxable years in which such distributions are reasonably expected to be made. 1.9 "General Partner" means CP and those persons who are admitted as General Partners under Section 15.3 hereof. 1.10 "Interest" or "Partnership Interest" means the ownership interest of a Partner in the Partnership at any particular time, including the right of such Partner to any and all benefits to which such Partner may be entitled as 2
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Deemed Capital Account means a Member's Capital Account as calculated from time to time, adjusted by (i) adding thereto the sum of (A) the amount of such Member's Mandatory Obligation, if any, and (B) each Member's share of Minimum Gain (determined after a decreases therein for such year) and (ii) subtracting therefrom (A) allocations of losses and deductions which are reasonably expected to be made as of the end of the taxable year to the Members pursuant to Code Section 704(e)(2), Code Section 706(d) and Treasury Regulation Section 1.751-1(b)(2)(ii), and (B) distributions which at the end of the taxable year are reasonably expected to be made to the Member to the extent that said distributions exceed offsetting increases to the Member's Capital Account (including allocations of the Qualified Income Offset pursuant to Section 8.5 but excluding allocations of Minimum Gain Charge back pursuant to Section 8.4) that are reasonably expected to occur during (or prior to) the taxable years in which such distributions are reasonably expected to be made. 1.16 "Emeritus" means Emeritus Corporation, a Washington corporation. 1.17 "Emeritus Corporation Loan" means a loan from Emeritus Corporation to the Company, to be made to the Company pursuant to the Credit Agreement, in an amount up to $5,000,000.00, with an option in favor of Emeritus Corporation to convert the loan to a Company Interest with a Percentage Interest of forty-eight percent (48%). 1.18 "Interest" or "Company Interest" means the ownership interest of a Member in the Company at any particular time, including the right of such Member to any and all benefits to which such Member may be entitled as provided in the Agreement and in the Act, together with the obligations of such Member to comply with all the terms and provisions of the Agreement and the Act. 3
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Examples of Deemed Capital Account in a sentence

  • Member’s Deemed Capital Account as of the end of the taxable year to which such allocation relates.

  • Notwithstanding anything contained in this Section 7, no Member shall be allocated Net Loss to the extent such allocation would cause a negative balance in such Member's Deemed Capital Account as of the end of the taxable year to which such allocation relates.

Related to Deemed Capital Account

  • Adjusted Capital Account means the Capital Account maintained for each Partner as of the end of each Fiscal Year (i) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

  • Adjusted Capital Account Balance means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), and any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

  • Target Capital Account means the Capital Account of a Member as of the end of each fiscal year, increased by any amount that such Member is obligated to restore under this Agreement, is treated as obligated to restore under Treasury Regulations Section 1.704-1(b)(2)(ii)(c), or is deemed obligated to restore under the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and (i)(5).

  • Book Capital Account means, for any Holder at any time, the Book Capital Account of the Holder for such day, determined in accordance with Section 8.1 hereof.

  • Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

  • Capital Account means, with respect to any Member, the Capital Account maintained for such Member in accordance with the following provisions:

  • Capital Accounts An individual capital account shall be maintained for each Partner, and capital contributions to the Partnership by the Partners shall be credited to such accounts. Partnership profits or losses shall also be charged or credited to the separate capital accounts in the manner provided in this Agreement. No interest shall be paid on the capital account of any Partner.

  • Capital Account Limitation has the meaning set forth in Section 4.05(b) hereof.

  • Partially Adjusted Capital Account means, with respect to any Member for any taxable year or other period of the Company, the Capital Account balance of such Member at the beginning of such year or period, adjusted for all contributions and distributions made or deemed made to or by such Member during such year or period and all special allocations to such Member pursuant to Section 6.2 with respect to such year or period, but before giving effect to any allocations of Net Profit or Net Loss to such Member pursuant to Section 6.1 with respect to such year or period.

  • Economic Capital Account Balance has the meaning provided in Section 5.1(e) hereof.

  • Economic Capital Account Balances has the meaning set forth in Section 5.01(g) hereof.

  • Unreturned Capital means, with respect to any Unit, at any time, an amount equal to the excess, if any, of (i) the aggregate amount of Capital Contributions made with respect to such Unit, over (ii) the aggregate amount of Distributions made by the Company with respect to such Unit pursuant to Section 4.01(a)(ii) prior to such time.

  • Unreturned Capital Contributions means, as to each Member, the aggregate Capital Contributions made to the Company by such Member minus the aggregate distributions of such Capital Contributions made to such Member from the Company pursuant to Sections 3.2(b) and 6.2(a)(ii) hereof.

  • Invested Capital means the amount calculated by multiplying the total number of Shares purchased by Stockholders by the issue price at the time of such purchase, reduced by the portion of any Distribution that is attributable to Net Sales Proceeds and by any amounts paid by the Company to repurchase Shares pursuant to the Company’s plan for the repurchase of Shares.

  • Average Invested Capital means the average of invested capital as of December 31, 2023 and the invested capital as of December 31, 2024 where the invested capital is defined as the sum of the Company’s long-term debt plus the current portion of long-term debt, less cash, cash equivalents and investments, plus stockholder equity.

  • Virginia venture capital account means an investment fund that has been certified by the

  • Unrecovered Capital means at any time, with respect to a Unit, the Initial Unit Price less the sum of all distributions constituting Capital Surplus theretofore made in respect of an Initial Common Unit and any distributions of cash (or the Net Agreed Value of any distributions in kind) in connection with the dissolution and liquidation of the Partnership theretofore made in respect of an Initial Common Unit, adjusted as the General Partner determines to be appropriate to give effect to any distribution, subdivision or combination of such Units.

  • Class B Adjusted Invested Amount means, with respect to any date of determination, an amount equal to the Class B Invested Amount less the positive difference, if any, between the Principal Funding Account Balance and the Class A Invested Amount on such date.

  • Total Percentage Interest means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

  • Adjusted Capital means cumulative gross proceeds generated by the Corporation from sales of shares of Common Stock (including proceeds from the Corporation’s distribution reinvestment plan) reduced for amounts paid for share repurchases pursuant to the Corporation’s share repurchase program. The calculation of the Subordinated Incentive Fee on Income for each quarter is as follows:

  • Specified Reserve Account Balance means, for any Payment Date, an amount equal to 1.00% of the Pool Balance as of the Cut-Off Date; provided, however, on any Payment Date after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, the “Specified Reserve Account Balance” shall be $0.

  • Class B Percentage Interest means, with respect to a Class B Member as of a given date, that percentage obtained by dividing the total number of Class B Units owned by such Member by the total number of Class B Units issued and outstanding.

  • Specified Spread Account Balance means on the Closing Date, % of the sum of the Pool Balance as of the [Initial] Cutoff Date and on any Payment Date thereafter the lesser of, (a) % of the [sum of (i) the] Pool Balance as of the [Initial] Cutoff Date [plus (ii) the aggregate Contract Value of all Subsequent Receivables sold to the Trust as of their respective Cutoff Dates] and (b) the outstanding principal amount of the Notes. However, if (A) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) will be reduced to % on such Payment Date and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Dates as provided in the following clauses (B), (C) or (D); (B) if the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Date in [Month] 20XX or any Payment Date thereafter and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Date as provided in the following clause (C) or (D); (C) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Dates in [Month] 20XX or any Payment Date thereafter or [Month] 20XX or any Payment Date thereafter) and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Date as provided in the following clause (D); and (D) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Dates in [Month] 20XX or any Payment Date thereafter, [Month] 20XX or any Payment Date thereafter or [Month] 20XX or any Payment Date thereafter) and will remain at such percentage for each Payment Date thereafter. In addition to the ability to amend the “Specified Spread Account Balance” definition pursuant to Section 9.1(a) of the Indenture, the Specified Spread Account Balance may also be reduced or modified without the consent of the Holders of the Notes if the Rating Agency Condition is satisfied with respect to such reduction or modification.

  • Class B Floating Allocation means, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Class B Investor Interest as of the close of business on the last day of the preceding Monthly Period and the denominator of which is equal to the Adjusted Investor Interest as of the close of business on such day; provided, however, that, with respect to the first Monthly Period, the Class B Floating Allocation shall mean the percentage equivalent of a fraction, the numerator of which is the Class B Initial Investor Interest and the denominator of which is the Initial Investor Interest.