{"component": "definition", "props": {"groups": [{"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [7, 22]}, {"key": "any-time", "type": "definition", "offset": [45, 53]}, {"key": "the-total", "type": "clause", "offset": [90, 99]}, {"key": "capital-accounts", "type": "clause", "offset": [117, 133]}, {"key": "adjusted-tax-basis", "type": "definition", "offset": [173, 191]}, {"key": "for-us", "type": "clause", "offset": [194, 201]}, {"key": "federal-income-tax-purposes", "type": "clause", "offset": [203, 230]}, {"key": "the-partnership", "type": "definition", "offset": [258, 273]}, {"key": "assignment-of-units", "type": "clause", "offset": [398, 417]}, {"key": "by-reason-of-death", "type": "clause", "offset": [429, 447]}, {"key": "section-58", "type": "clause", "offset": [466, 477]}, {"key": "the-term", "type": "definition", "offset": [479, 487]}, {"key": "positive-basis-partner", "type": "definition", "offset": [489, 511]}, {"key": "effective-date-of-the", "type": "clause", "offset": [621, 642]}, {"key": "the-liabilities", "type": "clause", "offset": [1147, 1162]}, {"key": "the-code", "type": "clause", "offset": [1203, 1211]}, {"key": "negative-basis-partner", "type": "definition", "offset": [1307, 1329]}], "snippet": "means, with respect to any Partner and as of any time of calculation, the amount by which the total of the Partners\u2019 Capital Accounts as of that time exceeds the Partner\u2019s \u201cadjusted tax basis,\u201d for U.S. federal income tax purposes, in the Partner\u2019s Units in the Partnership as of that time (determined without regard to any adjustments made to the \u201cadjusted tax basis\u201d by reason of any Transfer or assignment of Units, including by reason of death). As used in this Section 5.8, the term \u201cPositive Basis Partner\u201d means any Partner who or that withdraws from the Partnership and who or that has a Positive Basis as of the effective date of the Partner\u2019s withdrawal. As used in this Section 5.8, the term \u201cNegative Basis\u201d means, with respect to any Partner and as of any time of calculation, the amount by which the Partner\u2019s \u201cadjusted tax basis,\u201d for U.S. federal income tax purposes, in the Partner\u2019s Units in the Partnership as of that time (determined without regard to any adjustments made to the \u201cadjusted tax basis\u201d by reason of any Transfer or assignment of Units, including by reason of death, and without regard to such Partner\u2019s share of the liabilities of the Partnership under section 752 of the Code) exceeds the Partner\u2019s Capital Account as of such time. As used in this Section 5.8, the term \u201cNegative Basis Partner\u201d means any Partner who or that withdraws from the Partnership and who or that has a Negative Basis as of the effective date of the Partner\u2019s withdrawal.", "samples": [{"hash": "inLHOoeGK8n", "uri": "/contracts/inLHOoeGK8n#positive-basis", "label": "Agreement of Limited Partnership (Hatteras Core Alternatives Fund, L.P.)", "score": 28.5701580048, "published": true}, {"hash": "VK82bAfx2z", "uri": "/contracts/VK82bAfx2z#positive-basis", "label": "Limited Partnership Agreement (Hatteras Core Alternatives TEI Fund, L.P.)", "score": 28.5701580048, "published": true}, {"hash": "jop1TncazzP", "uri": "/contracts/jop1TncazzP#positive-basis", "label": "Agreement of Limited Partnership (Hatteras Core Alternatives Fund, L.P.)", "score": 25.7446956635, "published": true}], "size": 39, "hash": "46280f8707b143cfb2f49339b0af6336", "id": 1}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [7, 22]}, 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any adjustments made to such \u201cadjusted tax basis\u201d by reason of any transfer or assignment of such Interest and without regard to such Member\u2019s share of the liabilities of the Company under Section 752 of the Code), and (ii) the term \u201cPositive Basis Member\u201d means any Member whose Interest is repurchased by the Company and who has Positive Basis as of the effective date of the repurchase, but such Member shall cease to be a Positive Basis Member at such time as it shall have received allocations pursuant to clause (i) of paragraph (b) equal to its Positive Basis as of the effective date of such repurchase.", "samples": [{"hash": "v6bHTCkRl1", "uri": "/contracts/v6bHTCkRl1#positive-basis", "label": "Limited Liability Company Agreement (PNC Alternative Strategies TEDI Fund LLC)", "score": 22.4921283722, "published": true}, {"hash": "dme9juEXjPM", "uri": "/contracts/dme9juEXjPM#positive-basis", "label": "Limited Liability Company Agreement (PNC Long-Short TEDI Fund 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\u201cadjusted tax basis\u201d by reason of any transfer or assignment of such Interest, including by reason of death and without regard to such Member\u2019s share of the liabilities of the Company under Section 752 of the Code); (ii) the term \u201cPositive Basis Member\u201d shall mean any Member who withdraws capital from the Company or has its Interest, or a portion thereof, repurchased by the Company and who has a Positive Basis as of the effective date of such withdrawal or repurchase, but such Member shall cease to be a Positive Basis Member at such time as it shall have received allocations pursuant to clause (i) of the Section 5.7(b) above equal to its Positive Basis as of the effective date of such withdrawal or repurchase; (iii) the term \u201cNegative Basis\u201d shall mean, with respect to any Member and as of any time of calculation, the amount by which the total of such Member\u2019s Capital Account as of such time is less than its \u201cadjusted tax basis,\u201d for federal income tax purposes, in its Interest as of such time (determined without regard to any adjustments made to such \u201cadjusted tax basis\u201d by reason of any transfer or assignment of such Interest, including by reason of death and without regard to such Member\u2019s share of the liabilities of the Company under Section 752 of the Code); and (iv) the term \u201cNegative Basis Member\u201d shall mean any Member who withdraws capital from the Company or has its Interest, or a portion thereof, repurchased by the Company, and who has a Negative Basis as of the effective date of such withdrawal or repurchase but such Member shall cease to be a Negative Basis Member at such time as it shall have received allocations pursuant to clause (i) of Section 5.7(c) above equal to its Negative Basis as of the effective date of such withdrawal or repurchase.", "samples": [{"hash": "i9e8CUzEJ8T", "uri": "/contracts/i9e8CUzEJ8T#positive-basis", "label": "Limited Liability Company Operating 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"definition", "offset": [385, 398]}, {"key": "by-reason-of-death", "type": "clause", "offset": [424, 442]}], "snippet": "means, with respect to any Shareholder and as of any time of calculation, the excess of the amount which such Shareholder is entitled to receive upon withdrawal from or liquidation of the Company over such Shareholder\u2019s \u201cadjusted tax basis\u201d in its Company interest at such time (determined without regard to any adjustments made to such adjusted tax basis by reason of any transfer or assignment of such interest, including by reason of death).", "samples": [{"hash": "2lcbYa6VWCU", "uri": "https://www.sec.gov/Archives/edgar/data/1802768/000095010325006186/dp228958_ex0302.htm", "label": "Articles of Association (Royalty Pharma PLC)", "score": 22.3785076141, "published": false}, {"hash": "gpvZmyaJXhz", "uri": "https://www.sec.gov/Archives/edgar/data/1802768/000119312524287172/d900232dex31.htm", "label": "Articles of Association (Royalty Pharma PLC)", 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"definition": {"snippet": "means, with respect to any Partner and as of any time of calculation, the amount by which the total of the Partners\u2019 Capital Accounts as of that time exceeds the Partner\u2019s \u201cadjusted tax basis,\u201d for U.S. federal income tax purposes, in the Partner\u2019s Units in the Partnership as of that time (determined without regard to any adjustments made to the \u201cadjusted tax basis\u201d by reason of any Transfer or assignment of Units, including by reason of death). As used in this Section 5.8, the term \u201cPositive Basis Partner\u201d means any Partner who or that withdraws from the Partnership and who or that has a Positive Basis as of the effective date of the Partner\u2019s withdrawal. As used in this Section 5.8, the term \u201cNegative Basis\u201d means, with respect to any Partner and as of any time of calculation, the amount by which the Partner\u2019s \u201cadjusted tax basis,\u201d for U.S. federal income tax purposes, in the Partner\u2019s Units in the Partnership as of that time (determined without regard to any adjustments made to the \u201cadjusted tax basis\u201d by reason of any Transfer or assignment of Units, including by reason of death, and without regard to such Partner\u2019s share of the liabilities of the Partnership under section 752 of the Code) exceeds the Partner\u2019s Capital Account as of such time. As used in this Section 5.8, the term \u201cNegative Basis Partner\u201d means any Partner who or that withdraws from the Partnership and who or that has a Negative Basis as of the effective date of the Partner\u2019s withdrawal.", "size": 230, "title": "Positive Basis", "id": "positive-basis", "examples": ["As used in this Section 5.8, the term \u201c<strong>Positive Basis</strong> Partner\u201d means any Partner who or that withdraws from the Partnership and who or that has a <strong>Positive Basis</strong> as of the effective date of the Partner\u2019s withdrawal.", "As used in this Section 5.10, the term &quot;<strong>Positive Basis</strong> Partner&quot; means any Partner who or that withdraws from the Partnership and who or that has a <strong>Positive Basis</strong> as of the effective date of the Partner&#x27;s withdrawal.", "As used in this Section 5.7, the term &quot;<strong>Positive Basis</strong> Member&quot; means any Member who withdraws from the Fund and who has a <strong>Positive Basis</strong> as of the effective date of such Member&#x27;s withdrawal.", "As used in this SECTION 5.10, the term &quot;<strong>POSITIVE BASIS</strong> PARTNER&quot; means any Partner who or that withdraws from the Partnership and who or that has a <strong>Positive Basis</strong> as of the effective date of the Partner&#x27;s withdrawal.", "As used in this Section 5.9, the term &quot;<strong>Positive Basis</strong> Partner&quot; means any Partner who or that withdraws from the Partnership and who or that has a <strong>Positive Basis</strong> as of the effective date of the Partner&#x27;s withdrawal.", "Allocations of items of Gross Income ----------------------- shall be made to <strong>Positive Basis</strong> Partners to the extent of any such Partners&#x27; <strong>Positive Basis</strong> as of the date of withdrawal from the Partnership or liquidation of such Partnership Interest.", "Allocations of items of gross ----------------------- income shall be made to <strong>Positive Basis</strong> Partners to the extent of any such Partners&#x27; <strong>Positive Basis</strong> as of the date of withdrawal from the Partnership or liquidation of such Partnership Interest.", "As used in this Section 5.6, the term \u201c<strong>Positive Basis</strong> Member\u201d means any Member who withdraws from the Fund and who has a <strong>Positive Basis</strong> as of the effective date of such Member\u2019s withdrawal.", "As used in this Section 5.10, the term \u201c<strong>Positive Basis</strong> Partner\u201d means any Partner who or that withdraws from the Partnership and who or that has a <strong>Positive Basis</strong> as of the effective date of the Partner\u2019s withdrawal.", "As used in this SECTION 5.8, the term &quot;<strong>POSITIVE BASIS</strong> PARTNER&quot; means any Partner who or that withdraws from the Partnership and who or that has a <strong>Positive Basis</strong> as of the effective date of the Partner&#x27;s withdrawal."], "related": [["base-rate-basis", "Base Rate Basis", "Base Rate Basis"], ["fee-basis-amount", "Fee Basis Amount", "Fee Basis Amount"], ["substitute-basis", "Substitute Basis", "Substitute Basis"], ["individual-case-basis", "Individual Case Basis", "Individual Case Basis"], ["eligible-basis", "Eligible Basis", "Eligible Basis"]], "related_snippets": [], "updated": "2026-03-01T05:21:46+00:00"}, "json": true, "cursor": ""}}