Common use of Establishment and Determination of Capital Accounts Clause in Contracts

Establishment and Determination of Capital Accounts. A capital account (“Capital Account”) shall be established for each Member and for the Special Unitholder (each a “Tax Member”). The Capital Account of each Tax Member shall consist of his, her or its initial Capital Contribution and shall be (i) increased by (a) any additional Capital Contributions made by such Tax Member pursuant to the terms of this Agreement, (b) the amount of any Company liabilities that are assumed by such Tax Member, and (c) such Tax Member’s share of Profits allocated to such Tax Member pursuant to Section 9.3, (ii) decreased by (a) such Tax Member’s share of Losses allocated to such Tax Member pursuant to Section 9.3 and (b) any Distributions to such Tax Member (net of liabilities assumed by such Tax Member and liabilities to which such property is subject) distributed to such Tax Member and (iii) adjusted as otherwise required by the Code and the regulations thereunder, including the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Any references in this Agreement to the Capital Account of a Tax Member shall be deemed to refer to such Capital Account as the same may be increased or decreased from time to time as set forth above.

Establishment and Determination of Capital Accounts. A capital account (“Capital Account”) shall be established for each Member and for the Special Liquidation Performance Unitholder (each a “Tax Member”). The Capital Account of each Tax Member shall consist of his, her or its initial Capital Contribution Contribution, if any, and shall be (ia) increased by (ai) any additional Capital Contributions made by such Tax Member pursuant to the terms of this Agreement, (bii) the amount of any Company liabilities that are assumed by such Tax Member, and (c) such Tax Member’s share of Profits allocated to such Tax Member pursuant to Section 9.3, (iib) decreased by (ai) such Tax Member’s share of Losses allocated to such Tax Member pursuant to Section 9.3 and (bii) any Distributions to such Tax Member (net of liabilities assumed by such Tax Member and liabilities to which such property is subject) distributed to such Tax Member and (iiic) adjusted as otherwise required by the Code and the regulations thereunder, including the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Any references in this Agreement to the Capital Account of a Tax Member shall be deemed to refer to such Capital Account as the same may be increased or decreased from time to time as set forth above.