Common use of Adjustment of Capital Accounts Clause in Contracts

Adjustment of Capital Accounts. Unless the Board of Managers shall determine otherwise, the Book Values of all the Company's assets shall be adjusted to equal their respective gross fair market values, as determined by the Board of Managers (and the Capital Accounts of the Members shall be adjusted accordingly), as of the following times: (a) the acquisition of additional Units by any new or existing Member in exchange for more than a de minimis additional Capital Contribution, services rendered or to be rendered or the exercise of an option to acquire such Units; (b) the distribution by the Company to a Member of more than a de minimis amount of assets of the Company as consideration for Units; and (c) the liquidation of the Company; provided, however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the Board of Managers reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Rio Vista Energy Partners Lp), Limited Liability Company Agreement (Rio Vista Energy Partners Lp), Limited Liability Company Agreement (Rio Vista Energy Partners Lp)

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Adjustment of Capital Accounts. Unless the Board of Managers shall --------------------------------- determine otherwise, the Book Values of all the Company's assets shall be adjusted to equal their respective gross fair market values, as determined by the Board of Managers (and the Capital Accounts of the Members shall be adjusted accordingly), as of the following times: (a) the acquisition of additional Units by any new or existing Member in exchange for more than a de minimis additional Capital Contribution, services rendered or to be rendered or the exercise of an option to acquire such Units; (b) the distribution by the Company to a Member of more than a de minimis amount of assets of the Company as consideration for Units; and (c) the liquidation of the Company; provided, however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the Board of Managers reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Penn Octane Corp)

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Adjustment of Capital Accounts. Unless the Board of Managers Members shall determine otherwise, the Book Values of all the Company's assets shall be adjusted to equal their respective gross fair market values, as determined by the Board of Managers Members (and the Capital Accounts of the Members shall be adjusted accordinglyaccordingly by treating any increase in Book Value as an item of Book Gain and any decrease in Book Value as an item of Book Loss), as of the following times: (a) the acquisition of an additional Units Interest in the Company by any new or existing Member in exchange for more than a de minimis additional Capital Contribution, services rendered or to be rendered or the exercise of an option to acquire such Units; (b) the distribution by the Company to a Member of more than a de minimis amount of assets of the Company as consideration for Unitsan Interest; and (c) the liquidation of the Company; provided, however, that adjustments pursuant to clauses (a) and (b) above shall be made only if the Board of Managers Members reasonably determines determine that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company.

Appears in 1 contract

Samples: Liability Company Agreement (New England Electric System)

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