Maintenance Rules Sample Clauses
Maintenance Rules. The Company shall maintain for each Member a separate Capital Account in accordance with this Section 4.3. The Capital Account shall be maintained in accordance with the following provisions:
(i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Member to the Company pursuant to this Agreement, such Member’s share of Profits allocable to Units and any items in the nature of income or gain which are specially allocated to such Member pursuant to Section 5.2 and Section 5.3 with respect to Units held by such Member, and the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member.
(ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 and Section 5.3, and the amount of any liabilities of the Member assumed by the Company or which are secured by any property contributed by such Member to the Company.
(iii) In the event all or a portion of an interest in the Company 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 interest; provided, however, that if the transfer causes a termination of the Company under Section 708(b)(1)(B) of the Code, then the Company shall be deemed to have contributed its assets to a new limited liability company in exchange for interests in the new limited liability company, followed by a distribution of the interests in the new limited liability company to the Company and liquidation of the Company. Such deemed liquidation and reconstitution shall not cause the Company to be dissolved or reconstituted for purposes other than federal income tax, unless otherwise provided in Article XIII.
(iv) Notwithstanding anything in this Section 4.3 to the contrary, upon the exercise of a Franklin Replacement Option or a Company Option, the initial Capital Account of the exercising Member shall be equal to the exercise price of such option. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts generally are intended to comply with Section 1.704-1(b) of the Regulations and shall be interpreted ...
Maintenance Rules. The Company shall maintain for each type of Member a separate capital account (a “Capital Account”) in accordance with this Section 6.2(a). Each Capital Account shall be maintained in accordance with the following provisions:
(i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Member to the Company pursuant to this Agreement, such Member’s allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Member pursuant to Section 8.2 or Section 8.3, and the amount of any liabilities of the Company assumed by such Member or which are secured by any property distributed to such Member.
(ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 8.2 or Section 8.3 and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.
(iii) If all or any portion of a Unit 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 Unit (or portion thereof).
(iv) If a new or existing Member contributes money or property to the Company (other than a de minimis amount as determined by the Board) as consideration for the issuance by the Company of any Units after the date hereof, the Capital Accounts of the Members shall be adjusted in accordance with Treasury Regulation Section 1.704‑1(b)(2)(iv)(f). The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704‑1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modifications.
Maintenance Rules. The Company shall establish and maintain, in accordance with this Section 6.01(a), a separate capital account (a “Capital Account”) for each Member. Each Capital Account shall be maintained in accordance with the following provisions:
(i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Member to the Company, such Member’s allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Member pursuant to Section 7.02 or Section 7.03, and the amount of any liabilities of the Company assumed by such Member or which are secured by any property distributed to such Member.
(ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member by the Company, such Member’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 7.02 or Section 7.03, and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.
(iii) If all or any portion of a Unit 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 Unit (or portion thereof).
(iv) In determining the amount of any liability for purposes of this definition of Capital Account, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Treasury Regulations. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. The Managing Member shall modify the manner in which the Capital Accounts are maintained if necessary to comply with such Treasury Regulations.
Maintenance Rules. The Partnership shall maintain for each Partner a separate Capital Account in accordance with this Section 3.2, which shall control the division of assets upon liquidation of the Partnership as provided in Section 9.
Maintenance Rules. The Company shall maintain for each Member a separate capital account (a "Capital Account") in accordance with this Section 4.2(a), which shall control the division of assets upon liquidation of the Company to the extent provided in Section 11.2(b)(iii). Each Capital Account shall be maintained in accordance with the following provisions:
(1) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Member to the Company pursuant to this Agreement, such Member's allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Member pursuant to Section 5.2 or Section 5.3, and the amount of any liabilities of the Company assumed by such Member or which are secured by any property distributed to such Member.
Maintenance Rules. There shall be maintained for each Limited Partner a separate capital account with respect to the Partnership and each Series in which such Limited Partner holds a Unit (a “Capital Account”) in accordance with this Section 6.2(a). Each Capital Account shall be maintained in accordance with the following provisions:
Maintenance Rules. The Partnership shall maintain for each Limited Partner a separate capital account (a “Capital Account”) in accordance with this Section 6.2(a). Each Capital Account shall be maintained in accordance with the following provisions: (i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Limited Partner to the Partnership pursuant to this Agreement, such Limited Partner’s allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Limited Partner pursuant to Section 8.2, Section 8.3, or any other provision of this Agreement and the amount of any liabilities of the Partnership that such Partner is considered to assume or take subject to.
Maintenance Rules. The Partnership shall maintain for each Partner a separate Capital Account in accordance with this Section 4.4. Each Capital Account shall be maintained in accordance with the following provisions:
(i) Such Capital Account shall be increased by the cash amount or Book Value (as of the date of the contribution) of any property contributed by such Partner to the Partnership pursuant to this Agreement, such Partner’s allocable share of Profits and any items in the nature of income or gain which are specially allocated to such Partner pursuant to Section 5.2 and Section 5.3, and the amount of any Partnership liabilities assumed by such Partner or which are secured by any property distributed to such Partner.
(ii) Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed (as of the date of the distribution) to such Partner pursuant to this Agreement, such Partner’s allocable share of Losses and any items in the nature of deductions or losses which are specially allocated to such Partner pursuant to Section 4.2(b)(iii)(C), Section 4.2(c)(ii), Section 4.2(d)(ii), Section 5.2 and Section 5.3, and the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by such Partner to the Partnership.
(iii) In the event all or a portion of an interest in the Partnership 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 interest.
(iv) In determining the amount of any liability for purposes of Section 4.4(a)(i) or Section 4.4(a)(ii), 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 generally are intended to comply with section 1.704-1(b) of the Regulations and shall be interpreted and applied in a manner consistent with such Regulations. If the Executive Committee reasonably determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts (including, without limitation, increases or decreases relating to liabilities which are secured by contributions or distributed property or which are assumed by the Partnership or a Partner), are computed in order to comply with such Regulations, the General Part...
Maintenance Rules. The Company shall maintain for each ----------------- Member a separate capital account (a "Capital Account") in accordance with this ---------------
Maintenance Rules. The Partnership shall maintain for each Partner a separate Capital Account in accordance with this Section 4.4. Each Capital Account shall be maintained in accordance with the following provisions:
(i) Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Partner to the Partnership pursuant to this Agreement, such Partner's allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Partner pursuant to Section 5.2 and