Common use of Adjusted Asset Value Clause in Contracts

Adjusted Asset Value. The Adjusted Asset Value with respect to any asset shall be the asset’s adjusted basis for federal income tax purposes, except as follows: (a) The initial Adjusted Asset Value of any asset contributed (including, for the avoidance of doubt, a deemed contribution pursuant to the Conversion) by a Partner to the Partnership shall be the gross fair market value of such asset at the time of contribution, as determined by the contributing Partner and the Partnership. (b) In the discretion of the General Partner and in accordance with the principles of Article 12 (including the dispute resolution mechanism provided in paragraph 12.1(d)), the Adjusted Asset Values of all Partnership assets may be adjusted to equal their respective gross fair market values, as reasonably determined by the General Partner, and the resulting unrealized profit or loss allocated to the Capital Accounts of the Partners pursuant to Article 5, as of the following times: (i) upon distribution by the Partnership to a Partner of more than a de minimis amount of Partnership assets, unless all Partners receive simultaneous distributions of either undivided interests in the distributed property or identical Partnership assets in proportion to their interests in Partnership distributions as provided in paragraphs 7.4 and 7.5 and (ii) the grant of an additional interest in the Partnership to any new or existing Partner. (c) The Adjusted Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the General Partner, and the resulting unrealized profit or loss allocated to the Capital Accounts of the Partners pursuant to Article 5, as of the termination of the Partnership either by expiration of the Partnership’s term or the occurrence of an event described in paragraph 10.2.