Member's Capital Accounts. A Capital Account for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.
Member's Capital Accounts. The Company or the Manager shall establish and maintain a capital account for each Member in accordance with Treas. Reg. § 1.704-1(b)(2)(iv) (each, a “Capital Account”). The Company may maintain Capital Account subaccounts for different classes of Units, and any provisions of this Agreement pertaining to Capital Account maintenance shall apply, mutatis mutandis, to those subaccounts.
Member's Capital Accounts. 8.2.1 A separate Capital Account shall be established and maintained for each Member. As funded and adjusted in accordance with this Agreement, the Capital Accounts of the Members shall reflect the underlying economic arrangements of the Members.
8.2.2 Upon a transfer of all or part of an Interest in accordance with Section 10, the Capital Account of the transferor Member that is attributable to the transferred Interest shall carry over to the transferee thereof.
8.2.3 The determination and maintenance of the Members' Capital Accounts, and any adjustments thereof, shall be made in a manner consistent with tax accounting and other principles set forth in Section 704(b) of the Code and applicable Income Tax Regulations thereunder, as finally determined for federal income tax purposes.
Member's Capital Accounts. No Member shall have any right to withdraw any portion of its Capital Account, except as otherwise provided herein. No interest shall be paid to any Member with respect to its Capital Contributions. Each Member’s initial Capital Account is set forth on Schedule I, which initial Capital Accounts apply the principles of Regulation Section 1.704-1(b)(2)(iv)(d) and thereafter such Capital Accounts shall be adjusted as follows:
(a) The Capital Account of each Member shall be increased by:
(i) The amount of any Net Profits (and any items of income or gain), allocated to such Member;
(ii) The amount, if any, of any Company liabilities assumed by such Member or taken subject to or in connection with the distribution of property to such Member by the Company;
(iii) The amount of any cash contributed by the Member to the Company; and
(iv) The initial Asset Value of property contributed to the Company by such Member.
(b) The Capital Account of each Member shall be decreased by:
(i) The amount of cash distributed to such Member by the Company;
(ii) The amount of any Net Losses (and any items of deduction or loss) allocated to such Member;
(iii) The Asset Value of any property distributed to such Member by the Company; and
(iv) The amount of any liabilities of such Member assumed by the Company or taken subject to or in connection with the contribution of property by such Member to the Company. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations under Section 704(b) of the Code and, to the extent not inconsistent with the provisions of this Agreement, shall be interpreted and applied in a manner consistent with such Regulations.
Member's Capital Accounts. (a) There shall be maintained a Capital Account for each Member in accordance with this Section 5.3 and the principles set forth in Exhibit B. The amount of cash and the Agreed Value of property contributed to the Company by each Member, net of liabilities assumed by the Company or securing property contributed by such Member, shall be credited to its Capital Account, and from time to time, but not less often than annually, the share of each Member in profits, losses and Carrying Value of distributions (net of liabilities secured by the distributed property that such Member is considered to assume or take subject to) shall be credited or debited to its Capital Account. The determination of Members’ Capital Accounts, and any adjustments thereto, shall be made consistent with tax accounting and other principles set forth in Section 704(b) of the Code and applicable Treasury Regulations thereunder and Exhibit B.
(b) Except as otherwise specifically provided in this Agreement, as required by the Act or other law, or in a deficit restoration obligation agreement or in a guarantee of a Company liability signed by a Member, no Member shall be required to make any further contribution to the capital of the Company to restore a loss, to discharge any liability of the Company or for any other purpose, nor shall any Member personally be liable for any liabilities of the Company or of the Manager. All Members waive their right of contribution which they may have against other Members in respect of any payments made by them under any guarantee of Company debt.
(c) Immediately following the transfer of any Membership Interest, the Capital Account of the transferee Member attributable to the transferred interest shall be equal to the Capital Account of the transferor Member attributable to the transferred interest.
(d) For purposes of computing the amount of any item of income, gain, deduction or loss to be reflected in the Members’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes, taking into account any adjustments required pursuant to Section 704(b) of the Code and the applicable Treasury Regulations thereunder as more fully described in Exhibit B.
(e) The provisions of the Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be interpreted and appl...
Member's Capital Accounts. No Member shall have any right to withdraw any portion of its Capital Account, except as otherwise provided herein. For purposes hereof, "Capital Account" shall mean the separate capital account maintained for each Member in accordance with Treasury Regulations (as hereinafter defined) Section 1.704-1(b), as of any particular date. Each Member's Capital Account initially shall be equal to such Member's initial capital contribution, as set forth on Schedule I attached hereto (except as otherwise set forth therein) and thereafter shall be adjusted as follows:
Member's Capital Accounts. The Cooperative shall maintain a separate capital account for each Member. No Member may withdraw any part of their contributed capital prior to five (5) years without the consent of a majority of the Board. If a Member’s capital account falls below the amount of the member’s contributed capital because of losses or permitted emergency withdrawals the Member’s share of the profits will be credited to the Member’s capital account until the capital contribution has been restored, and before any profits can be credited to the Member’s income account.
Member's Capital Accounts a. The Company will maintain a separate capital account for each Member. Each Member’s capital account will reflect the Member’s capital contributions and increases for the Member’s share of any net income or gain of the Company. Each Member’s capital account will also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.
b. Each Member’s capital account will be increased by: 1) the amount of money or the fair market value of property contributed by the Member to the Company (net of any liabilities secured by such contributed property that the Company is considered to assume or take subject to), 2) the amount of any Company liabilities assumed by the Member, and 3) allocations to the Member of profit, income or gain.
c. Each Member’s capital account will be decreased by: 1) the amount of money and the fair market value of property distributed to the Member by the Company (net of any liabilities secured by such distributed property that the Member is considered to assume or take subject to), and 2) allocations to the Member of losses, deductions, and expenses.
d. In the event of a permitted sale or exchange of an interest in the Company, the capital account of the transferor will become the capital account of the transferee.
e. The manner in which capital accounts are to be maintained pursuant to this Operating Agreement is intended to comply with the requirements of Internal Revenue Code Sec. 704(b) and the regulations thereunder. It is the specific intent of the Members that all adjustments as may be required pursuant to Section 704 and any regulations thereunder be made, so as to cause the allocations prescribed hereunder to be respected for tax purposes.
f. The fiscal year of the Company will be a calendar year. The books and records of the Company will be maintained in accordance with generally accepted accounting principles and Section 704(b) of the Internal Revenue Code and the regulations thereunder.
Member's Capital Accounts. A separate Capital Account shall be established and maintained for each Member. The determination and maintenance of the Members’ Capital Accounts, and any adjustments thereof, shall be made in a manner consistent with tax accounting and other principles set forth in Section 704(b) of the Code and the Regulations, as finally determined for federal income tax purposes. Upon a Transfer of all or part of a Member’s Units in accordance with Article 9, the transferee shall succeed to the Capital Account of the transferor Member to the extent that is attributable to the Transferred Unit.
Member's Capital Accounts. No Member shall have any right to withdraw any portion of its Capital Account, except as otherwise provided herein. For purposes hereof, “Capital Account” shall mean the separate capital account maintained for each Member in accordance with the principles of Section 1.704-1(b) of the Treasury Regulations, as of any particular date, except as provided herein. Immediately following the Closing Events, the Capital Account balance of each Member shall be the product of (i) such Member’s Percentage Interest and (ii) the net equity value of the Company, which shall be determined as (x) the product of the price to public of the shares of Common Stock sold in the Offering and the number of Units outstanding immediately after the closing of the Offering, less (y) the Offering Expenses. The Members agree that the amount of each Member’s initial Capital Account, as so determined, is as set forth on Schedule I. Thereafter, such Capital Accounts shall be adjusted as follows:
