Capital Accounts Clause Samples

Capital Accounts. (a) The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner in its sole discretion) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest pursuant to this Agreement and (ii) all items of Partnership income and gain (including, without limitation, income and gain exempt from tax) computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Partnership Interest pursuant to this Agreement and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1. (b) For purposes of computing the amount of any item of income, gain, loss or deduction which is to be allocated pursuant to Article VI and is to be reflected in the Partners’ 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 (including, without limitation, any method of depreciation, cost recovery or amortization used for that purpose), provided, that: (i) Solely for purposes of this Section 5.5, the Partnership shall be treated as owning directly its proportionate share (as determined by the General Partner based upon the provisions of the Operating Company Agreement) of all property owned by the Operating Company or any other Subsidiary that is classified as a partnership for federal income tax purposes. (ii) All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time such fees and other expenses are incurred ...

Capital Accounts. (a) The General Partner shall maintain, for each Partner owning Units or Class C Non-Equity Interests, a separate Capital Account with respect to such Partner in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to any such Units or Class C Non-Equity Interests pursuant to this Agreement and (ii) all items of Partnership income and gain (including, without limitation, income and gain exempt from tax) computed in accordance with Section 5.2(b) and allocated with respect to any such Units and Class C Non-Equity Interests pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to any such Units and Class C Non-Equity Interests pursuant to this Agreement and (y) all items of Partnership deduction and loss computed in accordance with Section 5.2(b) and allocated with respect to any such Units pursuant to Section 6.1. Except as otherwise indicated in this Agreement, the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulation. (b) For purposes of computing the amount of any item of income, gain, loss or deduction, which is to be allocated pursuant to Article VI and is to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including, without limitation, any method of depreciation, cost recovery or amortization used for that purpose); provided, however, that: (i) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Partnership and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for U.S. federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Partnershi...

Capital Accounts. A Capital Account shall be maintained for each Unit Holder in accordance with the following provisions: (a) To each Unit Holder’s Capital Account there shall be credited (i) such Unit Holder’s Capital Contributions; (ii) such Unit Holder’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 3.3 and Section 3.4; and (iii) the amount of any Company liabilities assumed by such Unit Holder or which are secured by any Property distributed to such Unit Holder; (b) To each Unit Holder’s Capital Account there shall be debited (i) the amount of money and the Gross Asset Value of any Property distributed to such Unit Holder pursuant to any provision of this Agreement; (ii) such Unit Holder’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 3.3 and 3.4 hereof; and (iii) the amount of any liabilities of such Unit Holder assumed by the Company or which are secured by any Property contributed by such Unit Holder to the Company; (c) In the event Units are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Units; and (d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) above there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Directors shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Unit Holders), are computed in order to comply with such Regulations, the Directors may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any Person pursuant to Section 10 hereof upon the dissolution of the Company. The Directors also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts o...

Capital Accounts. (a) A capital account (“Capital Account”) shall be established and maintained for each Member on the books of the Company. The initial balance in each Member’s Capital Account shall equal such Member’s initial capital contribution. Each Member’s Capital Account (i) shall be increased by (A) the amount of any additional Capital Contribution made by that Member, and (B) allocations to that Member of Company income and gain (or items thereof), including income and gain exempt from tax and income and gain described in Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations, and (ii) shall be decreased by (A) the amount of cash distributed to that Member by the Company, (B) allocation of commissions, fees and expenses pursuant to Section 4.2, (C) allocations to that Member of expenditures described under Section 705(a)(2)(B), and (D) allocations of Company loss and deduction (or items thereof), including loss and deduction described in Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations. (b) In addition to the adjustments required by the foregoing provisions of this Section 3.6, the Capital Accounts of the Members shall be adjusted in accordance with the capital account maintenance rules of Section 1.704-1(b)(2)(iv) of the Treasury Regulations. (c) Except as otherwise provided herein, whenever it is necessary to determine the Capital Account of any Member for purposes of this Agreement, the Capital Account of such Member shall be determined after giving effect to (i) all Capital Contributions made to the Company on or after the date of such Member’s initial capital contribution, (ii) all allocations of income, gain, deduction and loss for operations and transactions effected on or after the date of such Member’s initial capital contribution and prior to the date such determination is required to be made under this Agreement and (iii) all distributions made on or after the date of such Member’s initial capital contribution. (d) The Capital Accounts of the Members shall be determined, and allocations of Company income, gain, loss and deduction made (and adjustments made to reflect additional Capital Contributions or withdrawals, if any), as of the close of business on every Friday and on December 31 of each year; provided that Preferred may, pursuant to the authority delegated to it pursuant to Section 6.3, cause the current accounting period for the Company to end and a new accounting period for the Company to begin at such other time or times as Preferred...

Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If (i) a new or existing Partner acquires an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (ii) the Partnership distributes to a Partner more than a de minimis amount of Partnership property as consideration for a Partnership Interest, (iii) the Partnership is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g) or (iv) a Partnership Interest (other than a de minimis interest) is granted as consideration for the provisions of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity in anticipation of being a Partner, the General Partner shall revalue the property of the Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f). When the Partnership’s property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.

Capital Accounts. A capital account shall be maintained by the Company for the Member.

Capital Accounts. The Fund shall establish and maintain separate accounts (each, a “Capital Account”) for each of the Members in accordance with the following provisions: 3.2.1. To each Member’s Capital Account there shall be credited: (i) such Member’s Capital Contributions, (ii) such Member’s distributive share of Net Profits from Operations and Net Profits from Capital Transactions in which such Member is entitled to participate pursuant to this Agreement, (iii) such Member’s distributive share of Net Profits from Temporary Investments, (iv) any items in the nature of income or gain that are specially allocated pursuant to Sections 4.6, 4.7, and/or 4.8, hereof, (v) such Member’s distributive share of Simulated Gain or, if the Manager elects to use Actual Depletion Deductions pursuant to Section 1.704-1(b)(2)(iv)(k)(3) of the Regulations, such Member’s Actual Gains, and (vi) the amount of any Fund Liabilities assumed by such Member or secured by any Fund Assets distributed to such Member; 3.2.2. To each Member’s Capital Account there shall be debited: (i) the amount distributed to such Member, (ii) such Member’s distributive share of Net Losses from Operations and Net Losses from Capital Transactions in which such Member is entitled to participate pursuant to this Agreement, (iii) such Member’s distributive share of Net Losses from Temporary Investments, (iv) any items in the nature of deduction or loss that are specially allocated pursuant to Sections 4.6, 4.7, and/or 4.8, hereof, (v) either such Member’s distributive share of Simulated Losses and Simulated Depletion Deductions or, if the Manager elects to use Actual Depletion Deductions pursuant to Section 1.704-1(b)(2)(iv)(k)(3) of the Regulations, such Member’s Actual Losses and Actual Depletion Deductions, and (vi) the amount of any Liabilities of such Member assumed by the Fund or which are secured by any property contributed by such Member to the Fund; 3.2.3. In the event all or a portion of a Member’s Membership Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Membership Interest; 3.2.4. In determining the amount of any liability for purposes of this Section 3.2, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations; and 3.2.5. For purposes of computing the Members’ Capital Accounts, Simulated Depletion Deductions, S...

Capital Accounts. A. A separate Capital Account shall be maintained for each Member in accordance with Section 704(b) of the Code and United States Treasury Regulations Sections 1.704-1(b) and 1.704-2. Subject to the preceding sentence, each Member's opening Capital Account balance: (A) shall be credited with (i) the amount of all cash and the Gross Asset Value of all property contributed by such Members to the capital of the Company and (ii) the amount of Net Income (and any individual items of gross income) allocated to such Member pursuant to this Article 6, and (B) shall be debited with (i) the amount of all cash and the Gross Asset Value of all property distributed by the Company to such Member and (ii) the amount of any Net Losses (and any individual items of gross loss) allocated to such Member pursuant to this Article 6. Each Member shall have a single Capital Account which shall reflect all interests of such Member (regardless of class or time of acquisition). Notwithstanding the foregoing, sub-accounts shall be maintained for each Member who is a member of more than one class of Members, which sub-accounts shall reflect the amounts credited or charged with respect to each class of Units held by such Member. Any and all references to the Capital Accounts of a particular class of Members in Sections 6.2 or 6.3 of this Agreement shall, with respect to any Member who is a member of more than one class of Members, be deemed to refer to the sub-account maintained for such Member which reflects amounts credited or charged with respect to such class of Units held by such Member. B. Immediately prior to decreasing a Member's Capital Account to reflect any distribution of a Company asset to it (other than cash), all Members' Capital Accounts shall be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such Company asset (that has not been reflected in the Capital Accounts previously) would be allocated among the Members if there were a taxable disposition of such Company asset for its Gross Asset Value. C. Any permitted transferee of an interest in the Company shall succeed to the Capital Account relating to the interest transferred. D. Whenever it is necessary to determine the Capital Account of any Member, the Capital Account of such Member shall be determined after giving effect to all allocations pursuant to this Article 6 and all contributions and distributions made prior to the time as of which such determination is to b...

Capital Accounts. (a) A separate Capital Account shall be established and maintained for each Member. The original Capital Account established for any Member who acquires an Interest by virtue of an assignment in accordance with the terms of this Agreement shall be in the same amount as, and shall replace, the Capital Account of the assignor of such Interest, and, for purposes of this Agreement, such Member shall be deemed to have made the Capital Contributions made by the assignor of such Interest (or made by such assignor's predecessor in interest). To the extent such Member acquires less than the entire Interest of the assignor of the Interest so acquired by such Member, the original Capital Account of such Member and its Capital Contributions shall be in proportion to the Interest it acquires, and the Capital Account of the assignor who retains a partial Interest, and the amount of its Capital Contributions, shall be reduced in proportion to the Interest it retains. (b) The Capital Account of each Member shall be maintained in accordance with the following provisions: (i) to such Member's Capital Account there shall be credited such Member's Capital Contributions, such Member's distributive share of Profits, special allocations of income and gain, and the amount of any Company liabilities that are assumed by such Member or that are secured by any Company assets distributed to such Member; (ii) to such Member's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Company assets distributed to such Member pursuant to any provision of this Agreement, such Member's distributive share of Losses, special allocations of loss and deduction, and the amount of any liabilities of such Member that are assumed by the Company or that are secured by any property contributed by such Member to the Company; and (iii) in determining the amount of any liability for purposes of this Section (b), there shall be taken into account ss.752 (c) of the Code and any other applicable provisions of the Code and the Treasury Regulations.