{"component": "definition", "props": {"groups": [{"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [7, 22]}, {"key": "any-time", "type": "definition", "offset": [44, 52]}, {"key": "the-member", "type": "definition", "offset": [89, 99]}, {"key": "adjusted-tax-basis", "type": "clause", "offset": [103, 121]}, {"key": "for-us", "type": "clause", "offset": [124, 131]}, {"key": "federal-income-tax-purposes", "type": "clause", "offset": [133, 160]}, {"key": "interest-in-the-company", "type": "definition", "offset": [178, 201]}, {"key": "assignment-of-the-interest", "type": "clause", "offset": [326, 352]}, {"key": "by-reason-of-death", "type": "clause", "offset": [364, 382]}, {"key": "liabilities-of-the-company", "type": "clause", "offset": [433, 459]}, {"key": "the-code", "type": "clause", "offset": [481, 489]}, {"key": "the-value", "type": "clause", "offset": [499, 508]}, {"key": "section-59", "type": "clause", "offset": [558, 569]}, {"key": "the-term", "type": "definition", "offset": [571, 579]}, {"key": "negative-basis-member", "type": "definition", "offset": [581, 602]}, {"key": "by-the-company", "type": "clause", "offset": [651, 665]}, {"key": "the-repurchase", "type": "clause", "offset": [721, 735]}, {"key": "pursuant-to-clause", "type": "clause", "offset": [846, 864]}, {"key": "equal-to", "type": "definition", "offset": [886, 894]}], "size": 18, "samples": [{"hash": "e6aSKoU2fNU", "uri": "/contracts/e6aSKoU2fNU#negative-basis", "label": "Limited Liability Company Agreement (PNC Absolute Return Fund LLC)", "score": 22.492128679, "published": true}, {"hash": "dM4AHSpHwRU", "uri": "/contracts/dM4AHSpHwRU#negative-basis", "label": "Limited Liability Company Agreement (PNC Alternative Strategies Fund LLC)", "score": 22.492128679, "published": true}, {"hash": "7LA5XAidM8f", "uri": "/contracts/7LA5XAidM8f#negative-basis", "label": "Limited Liability Company Agreement (PNC Long-Short Fund LLC)", "score": 22.492128679, "published": true}], "snippet": "means, with respect to any Member and as of any time of calculation, the amount by which the Member\u2019s \u201cadjusted tax basis,\u201d for U.S. federal income tax purposes, in the Member\u2019s Interest in the Company as of that time (determined without regard to any adjustments made to the \u201cadjusted tax basis\u201d by reason of any Transfer or assignment of the Interest, including by reason of death, and without regard to such Member\u2019s share of the liabilities of the Company under Section 752 of the Code) exceeds the value of its Interest as of such time. As used in this Section 5.9, the term \u201cNegative Basis Member\u201d means any Member whose Interest is repurchased by the Company and who has Negative Basis as of the effective date of the repurchase, but such Member shall cease to be a Negative Basis Member at such time as it shall have received allocations pursuant to clause (i) of paragraph (c) equal to its Negative Basis as of the effective date of such repurchase.", "hash": "1eb6911036a45b6c847d94001126e89f", "id": 1}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [7, 22]}, {"key": "any-time", "type": "definition", "offset": [44, 52]}, {"key": "adjusted-tax-basis", "type": "clause", "offset": [136, 154]}, {"key": "federal-income-tax-purposes", "type": "clause", "offset": [161, 188]}, {"key": "assignment-of", "type": "clause", "offset": [331, 344]}, {"key": "by-reason-of-death", "type": "clause", "offset": [370, 388]}, {"key": "liabilities-of-the-fund", "type": "clause", "offset": [439, 462]}, 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clause (i) of the third paragraph of this Section 5.8 equal to its Negative Basis as of the effective date of such repurchase.", "hash": "e19594e0b34bf44d003f2288deaae072", "id": 2}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [7, 22]}, {"key": "any-time", "type": "definition", "offset": [45, 53]}, {"key": "adjusted-tax-basis", "type": "clause", "offset": [105, 123]}, {"key": "for-us", "type": "clause", "offset": [126, 133]}, {"key": "federal-income-tax-purposes", "type": "clause", "offset": [135, 162]}, {"key": "the-partnership", "type": "definition", "offset": [193, 208]}, {"key": "assignment-of-the-interest", "type": "clause", "offset": [333, 359]}, {"key": "by-reason-of-death", "type": "clause", "offset": [371, 389]}, {"key": "the-liabilities", "type": "clause", "offset": [437, 452]}, {"key": "the-code", "type": "clause", "offset": [493, 501]}, {"key": "capital-account", "type": "clause", "offset": [525, 540]}, {"key": "the-term", "type": "definition", 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As used in this Section 5.9, the term \u201cNegative Basis Member\u201d means any Member whose Interest is repurchased by the Company and who has Negative Basis as of the effective date of the repurchase, but such Member shall cease to be a Negative Basis Member at such time as it shall have received allocations pursuant to clause (i) of paragraph (c) equal to its Negative Basis as of the effective date of such repurchase.", "hash": "b486b13b2f9e50d24aad275975405ae2", "id": 4}, {"snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [7, 22]}, {"key": "any-time", "type": "definition", "offset": [44, 52]}, {"key": "the-member", "type": "definition", "offset": [89, 99]}, {"key": "adjusted-tax-basis", "type": "clause", "offset": [103, 121]}, {"key": "for-us", "type": "clause", "offset": [124, 131]}, {"key": "federal-income-tax-purposes", "type": "clause", "offset": [133, 160]}, {"key": "master-fund", "type": "definition", "offset": [194, 205]}, {"key": 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"offset": [750, 757]}, {"key": "pursuant-to-clause", "type": "clause", "offset": [897, 915]}, {"key": "equal-to", "type": "definition", "offset": [944, 952]}], "size": 6, "samples": [{"hash": "i9e8CUzEJ8T", "uri": "/contracts/i9e8CUzEJ8T#negative-basis", "label": "Limited Liability Company Operating Agreement (FEG Directional Access Fund LLC)", "score": 24.1622176591, "published": true}, {"hash": "4yERXhud8HA", "uri": "/contracts/4yERXhud8HA#negative-basis", "label": "Limited Liability Company Operating Agreement (FEG Equity Access Fund LLC)", "score": 23.250513347, "published": true}, {"hash": "cQWHNlboidn", "uri": "/contracts/cQWHNlboidn#negative-basis", "label": "Limited Liability Company Operating Agreement (Feg Absolute Access Fund LLC)", "score": 21.6214921287, "published": true}], "snippet": "means, with respect to any Member and as of any time of calculation, the amount by which the total of such Member\u2019s Capital Account as of such time is less than its \u201cadjusted tax 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withdraws from the Company and who has Negative Basis as of the effective date of its withdrawal, but such Member shall cease to be a Negative Basis Member at such time as it shall have received allocations pursuant to clause (i) of the third paragraph of this Section 5.10 equal to its Negative Basis as of the effective date of its withdrawal. Notwithstanding anything to the contrary in the foregoing, if the Company realizes taxable gains in any fiscal year with respect to which the Special Advisory Member is entitled to an Incentive Allocation under Section 5.8 hereof, the Board of Managers (at the request of the Special Advisory Member) may specially allocate such gains to the Special Advisory Member in an amount by which the Incentive Allocation exceeds the Special Advisory Member's \"adjusted tax basis\" (determined without regard to any allocation to be made pursuant to this paragraph) in its interest in the Company as of the time it withdraws such Incentive Allocation. The Special Advisory Member's \"adjusted tax basis\", for these purposes, shall be increased by any amount of the Incentive Allocation withdrawal which it elects to contribute as a Member to the Company as of the date of the withdrawal of the Incentive Allocation.", "hash": "8ee3389285c23788a994bcd15de4b0a5", "id": 9}, {"snippet_links": [{"key": "set-out", "type": "definition", "offset": [16, 23]}, {"key": "this-agreement", "type": "clause", "offset": [45, 59]}], "size": 5, "samples": [{"hash": "l9HC8MhyuRj", "uri": "/contracts/l9HC8MhyuRj#negative-basis", "label": "Limited Liability Company Agreement (Jp Morgan Multi-Strategy Fund LLC)", "score": 18.0, "published": true}, {"hash": "jWVbmGjOIpW", "uri": "/contracts/jWVbmGjOIpW#negative-basis", "label": "Limited Liability Company Agreement (Jp Morgan Multi-Strategy Fund LLC)", "score": 18.0, "published": true}, {"hash": "evkMAaVrpPR", "uri": "/contracts/evkMAaVrpPR#negative-basis", "label": "Limited Liability Company Agreement (Jp Morgan Multi-Strategy Fund LLC)", "score": 18.0, "published": true}], "snippet": "has the meaning set out in Section 5.7(d) of this Agreement.", "hash": "7159b103df6190983a5b370d344168c3", "id": 10}], "next_curs": "ClsSVWoVc35sYXdpbnNpZGVyY29udHJhY3RzcjcLEhpEZWZpbml0aW9uU25pcHBldEdyb3VwX3Y1NiIXbmVnYXRpdmUtYmFzaXMjMDAwMDAwMGEMogECZW4YACAA", "definition": {"size": 141, "snippet": "means, with respect to any Member and as of any time of calculation, the amount by which the Member\u2019s \u201cadjusted tax basis,\u201d for U.S. federal income tax purposes, in the Member\u2019s Interest in the Company as of that time (determined without regard to any adjustments made to the \u201cadjusted tax basis\u201d by reason of any Transfer or assignment of the Interest, including by reason of death, and without regard to such Member\u2019s share of the liabilities of the Company under Section 752 of the Code) exceeds the value of its Interest as of such time. As used in this Section 5.9, the term \u201cNegative Basis Member\u201d means any Member whose Interest is repurchased by the Company and who has Negative Basis as of the effective date of the repurchase, but such Member shall cease to be a Negative Basis Member at such time as it shall have received allocations pursuant to clause (i) of paragraph (c) equal to its Negative Basis as of the effective date of such repurchase.", "title": "Negative Basis", "id": "negative-basis", "examples": ["As used in this Section 5.8, the term \u201c<strong>Negative Basis</strong> Partner\u201d means any Partner who or that withdraws from the Partnership and who or that has a <strong>Negative Basis</strong> as of the effective date of the Partner\u2019s withdrawal.", "As used in this Section 5.7, the term &quot;<strong>Negative Basis</strong> Member&quot; means any Member who withdraws from the Fund and who has a <strong>Negative Basis</strong> as of the effective date of such Member&#x27;s withdrawal.", "As used in this SECTION 5.10, the term &quot;<strong>NEGATIVE BASIS</strong> PARTNER&quot; means any Partner who or that withdraws from the Partnership and who or that has a <strong>Negative Basis</strong> as of the effective date of the Partner&#x27;s withdrawal.", "As used in this Section 5.10, the term &quot;<strong>Negative Basis</strong> Partner&quot; means any Partner who or that withdraws from the Partnership and who or that has a <strong>Negative Basis</strong> as of the effective date of the Partner&#x27;s withdrawal.", "As used in this Section 5.10, the term \u201c<strong>Negative Basis</strong> Partner\u201d means any Partner who or that withdraws from the Partnership and who or that has a <strong>Negative Basis</strong> as of the effective date of the Partner\u2019s withdrawal.", "As used in this Section 5.9, the term &quot;<strong>Negative Basis</strong> Partner&quot; means any Partner who or that withdraws from the Partnership and who or that has a <strong>Negative Basis</strong> as of the effective date of the Partner&#x27;s withdrawal.", "As used in this Section 5.6, the term \u201c<strong>Negative Basis</strong> Member\u201d means any Member who withdraws from the Fund and who has a <strong>Negative Basis</strong> as of the effective date of such Member\u2019s withdrawal.", "As used in this SECTION 5.9, the term \u201c<strong>NEGATIVE BASIS</strong> PARTNER\u201d means any Partner who or that withdraws from the Partnership and who or that has a <strong>Negative Basis</strong> as of the effective date of the Partner\u2019s withdrawal.", "As used in this SECTION 5.8, the term &quot;<strong>NEGATIVE BASIS</strong> PARTNER&quot; means any Partner who or that withdraws from the Partnership and who or that has a <strong>Negative Basis</strong> as of the effective date of the Partner&#x27;s withdrawal."], "related": [["positive-basis", "Positive Basis", "Positive Basis"], ["base-rate-basis", "Base Rate Basis", "Base Rate Basis"], ["interest-rate-basis", "Interest Rate Basis", "Interest Rate Basis"], ["alternative-base-rate", "Alternative Base Rate", "Alternative Base Rate"], ["eligible-basis", "Eligible Basis", "Eligible Basis"]], "related_snippets": [], "updated": "2025-07-06T21:55:40+00:00"}, "json": true, "cursor": ""}}