Establishment and Maintenance of Capital Accounts. The Partnership shall establish and maintain a separate account (the "Capital Account") for each Partner. The initial balance of the Capital Account for each Partner shall be the amount as set out opposite the name of each of the Partners on Schedule 1 attached hereto. The Capital Account of each Partner shall be increased by (i) the dollar amount of any additional contributions made by such Partner and (ii) allocations to such Partner of income and gain (including income exempt from tax). The Capital Account of each Partner shall be decreased by (i) the dollar amount of any distributions made to such Partner, and (ii) allocations to such Partner of loss and deduction (including noncapital, nondeductible expenditures not deductible in computing the Partnership's income or loss for United States federal income tax purposes).
Establishment and Maintenance of Capital Accounts. There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited with (i) such Partner’s allocable share of any Net Income (or items thereof) of the Partnership, and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner and (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, (ii) such Partner’s allocable share of Net Loss (or items thereof) of the Partnership, and (iii) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The Managing Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. The Partnership Capital Accounts shall be maintained in accordance with the provisions of Treasury Regulations section 1.704-1(b)(2)(iv)(f) and, to the extent not inconsistent with such regulation, the provisions of this Agreement. The Capital Account of each holder of Managing Partner Units or Special Voting Units shall at all times be zero, except to the extent such holder also holds Partnership Interests other than Managing Partner Units or Special Voting Units.
Establishment and Maintenance of Capital Accounts. (a) A separate Capital Account shall be established for each Member on the books of the Company reflecting such Member’s capital contributions to the Company. Each Member’s Capital Account shall be: (i) increased by any additional capital contributions made by such Member to the Company pursuant to the terms of this Agreement and such Member’s share of Net Gain and other items of income and gain allocated to such Member pursuant to Section 4.2; (ii) decreased by such Member’s share of Net Loss and other items of loss, deduction and expense allocated to such Member pursuant to Section 4.2 and the aggregate amount of all Distributable Cash distributed to such Member; and (iii) maintained in all respects in accordance with section 704(b) of the Code and the Treasury Regulations issued thereunder. Any references in this Agreement to the Capital Account of a 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 Maintenance of Capital Accounts. The Partnership shall establish and maintain for each Partner a separate account ("Capital Account") in accordance with the rules of Regulations Section 1.704-1(b)(2)(iv) and this Allocations Exhibit. The Capital Account of each Partner shall be increased by (i) the amount of all Capital Contributions and any other contributions made by such Partner to the Partnership pursuant to the Agreement, (ii) the amount of Net Income allocated to such Partner pursuant to Section 2.1 of this Allocations Exhibit, and (iii) the amount of any other items of income or gain specially allocated to such Partner pursuant to Section 3 of this Allocations Exhibit. The Capital Account of each Partner shall be decreased by (i) the amount of cash or Gross Asset Value (net of any liabilities to which the Partnership Assets distributed are subject) of any distributions of cash or property made to such Partner pursuant to the Agreement, (ii) the amount of Net Loss allocated to such Partner pursuant to Section 2.2 of this Allocations Exhibit, and (iii) the amount of any other items of deduction or loss specially allocated to such Partner pursuant to Section 3 of this Allocations Exhibit. The initial balance of each Partner's Capital Account shall equal the amount of such Partner's Capital Contribution to the Partnership on the date hereof as described in Article 2 of the Agreement. The Capital Accounts of each Partner shall be increased or decreased to reflect the revaluation of Partnership Assets under Section 1.3
Establishment and Maintenance of Capital Accounts. Section 3.2 Distribution Upon Liquidation in Accordance with Capital Accounts
Establishment and Maintenance of Capital Accounts. (a) A capital account (“Capital Account”) shall be established for each Member. Each Member’s Capital Account shall be determined and maintained in accordance with the rules of Treas. Reg. §1.704-1(b)(2)(iv). Pursuant to those rules, a Member’s Capital Account shall be increased by:
Establishment and Maintenance of Capital Accounts. (a) If the Company has more than one Member under the Code, there shall be established and maintained for each Member on the books of the Company a capital account (each being a “Capital Account”). Each Capital Contribution by any Member, if any, shall be credited to the Capital Account of such Member on the date such Capital Contribution is made to the Company. In addition, each Member’s Capital Account shall be (a) credited with (i) such Member’s allocable share of any Net Income (or items thereof) of the Company, and (ii) the amount of any Company liabilities that are assumed by the Member or secured by any Company property distributed to the Member and (b) debited with (i) the amount of distributions (and deemed distributions) to such Member of cash or the fair market value of other property so distributed, (ii) such Member’s allocable share of Net Loss (or items thereof) of the Company, and (iii) the amount of any liabilities of the Member assumed by the Company or which are secured by any property contributed by the Member to the Company. Any references in any section of this Agreement to the Capital Account of a Member shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any Transfer of any interest in the Company 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 interest.
Establishment and Maintenance of Capital Accounts. The Manager will establish and maintain a single Capital Account for each Member which reflects each Member's Capital Contributions to the Company. Each Capital Account will also reflect the allocations and Distributions made pursuant to paragraphs 9 and 10 and otherwise be adjusted in accordance with Code Section 704 and the principles set forth in Regulations Sections 1.704-l(b) and 1.704-2. In applying such principles, any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-l(b)(2)(iv)(i) will be allocated among the Members in proportion to their respective Percentage Interests. The Members intend that the Company be treated as a partnership for tax purposes.
Establishment and Maintenance of Capital Accounts. A capital account ("Capital Account") shall be established for each Partner in the amount of such Partner's initial Capital Contribution to the Partnership. Each Partner's Capital Account shall be determined and maintained in accordance with the rules of Treas. Reg. ss.1.704-l(b)(2)(iv). Pursuant to those rules, a Partner's Capital Account shall be increased by:
Establishment and Maintenance of Capital Accounts. The Managing Member shall establish and cause the Company to maintain a single Capital Account for each Member which reflects each Member's Total Contributions to the Company. Each Capital Account shall also reflect the allocations and distributions made pursuant to Sections 3(b) and 3(c), below, and otherwise be adjusted in accordance with Code Section 704 and the principles set forth in Regulations Sections 1.704-1(b) and 1.704-24 in applying such principles, any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) shall be allocated among the Members in the same manner as such expenditures would be allocated among the Members pursuant to this Section 3 if such expenditures were treated as additional items of deduction of the Company that were recognized and required to be allocated among the Members pursuant to this Section 3 with respect to the Accounting Year in which such expenditures were made. The foregoing provisions and the other provisions of this Agreement relating to maintenance of Capital Accounts and allocations to Members (collectively, the "Allocation Provisions") are intended to comply with Code Section 514(c)(9)(E) and the Treasury Regulations thereunder (the "Fractions Rule") and Code Section 704(b) and the Treasury Regulations thereunder and shall be interpreted and applied in a manner consistent with such Regulations, in each case as directed and reasonably approved by the Members. The Allocation Provisions are deemed modified, with effect from the date of this Agreement, to the extent necessary to comply with the Fractions Rule. Without limiting the foregoing, any allocation for a particular year pursuant to the Allocation Provisions which would violate the requirements of Code Sections 704(b) and 514(c)(9)(E) shall not be made, and there shall instead be made (i) allocations generally provided herein as directed and reasonably approved by the Members and (ii) any adjustments pursuant to Section 3(c)(x). Notwithstanding anything to the contrary in the preceding provisions of this Section 3(a) or 3(c)(v), in no event shall any change or modification made pursuant to such sections modify the distribution provisions in this Agreement. The Members intend that the Company be treated as a partnership for tax purposes.
