Target Capital Account. The term “
Target Capital Account. 10 1.77 Tax Matters Partner or TMP...............................10 1.78
Target Capital Account. “Target Capital Account” means, with respect to any Member for any Fiscal Year or other relevant period, an amount equal to (a) the hypothetical distribution that such Member would receive if all Company assets were sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied to the extent required by their terms (limited, with respect to each “partner nonrecourse liability” and “partner nonrecourse debt”, each as defined in Treasury Regulations § 1.704-2(b)(4), to the Gross Asset Value of the asset(s) securing such liability), and the net cash of the Company were distributed in full to the Members as required pursuant to Section 12.2(f), all as of the last day of such Fiscal Year or other relevant period), minus (b) the Member’s share of “partner minimum gain” determined pursuant to Treasury Regulations § 1.704-2(g), and minus (c) the Member’s share of the “partner nonrecourse debt minimum gain” determined in accordance with Treasury Regulations § 1.704-2(i)(5), all computed immediately prior to such hypothetical sale.
Target Capital Account. “Target Capital Account” means, with respect to any Member for any allocation period, an amount (which may be either a positive or a deficit balance) equal to the hypothetical distribution (as described in the next subparagraph) that such Member would receive, minus the Member’s share of “partnership minimum gain” determined pursuant to Treasury Regulation Section 1.704-2(g), and minus the Member’s share of the “partner nonrecourse debt minimum gain” determined in accordance with Treasury Regulation Section 1.704-2(i)(5), all computed immediately prior to the hypothetical sale described below. The hypothetical distribution to a Member is equal to the amount that would be received by such Member if all Company assets were sold on the last day of the allocation period for cash equal to their Book Value, all Company liabilities were satisfied to the extent required by their terms (limited, with respect to each “partner nonrecourse liability” and “partner nonrecourse debt,” as defined in Treasury Regulation Section 1.704-2(b)(4), to the Book Value of the assets securing such liability), and the net assets of the Company were distributed in full to the Members as required in accordance with subparagraphs (A) through (C) of Section 5.3 of this Agreement, all as of the last day of such allocation period.
Target Capital Account. The balance in such Member’s Capital Account as of the end of the Fiscal Year, increased by the amount, if any, which such Member is obligated to restore under Section 1.704-1(b)(2)(ii)(c) of the Regulations, as well as any addition thereto pursuant to the next to last sentence of Sections 1.704-2(g)(1) and (i)(5) of the Regulations.
Target Capital Account. The "Target Capital Account" means, with respect to any Member as of any Adjustment Date, an amount (which may be either a positive or a deficit balance) equal to the amount such Member would receive as a distribution if all assets of the Company as of such Adjustment Date were sold for cash equal to the Gross Asset Value of such assets, all Company liabilities were satisfied to the extent required by their terms and the net proceeds were distributed as Capital Proceeds pursuant to Section 8.3(Z) hereof.
