definiens: means, with respect to any asset, such asset ’s adjusted basis for federal income taxpurposes, except as follows:(a ) the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the grossfair market value of such asset, as agreed to by the contributing Member and the Managers;(b ) the Gross Asset Value of all Company assets shall be adjusted to equal their respective gross fairmarket values, as determined by the Managers, as of the following times : ( i ) the acquisition of an additionalinterest in the Company by any new or existing Member in exchange for more than a de minimis CapitalContribution or in exchange for services ; ( ii ) the distribution by the Company to a Member of more than a deminimis amount of Company assets as consideration for an interest in the Company ; and ( iii ) the liquidation ofthe Company within the meaning of Treasury Regulations Section 1.704 - 1(b)(2)(ii)(g ) ; provided, however, thatadjustments pursuant to Clause ( i ) and Clause ( ii ) of this sentence shall be made only if the Managers reasonablydetermine that such adjustments are necessary or appropriate to reflect the relative economic interests of theMembers in the Company;(c ) the Gross Asset Value of any Company asset distributed to any Member shall be the gross fair marketvalue of such asset on the date of distribution, as determined by the Managers ; and(d ) The Gross Asset Values of Company assets shall be adjusted to reflect any adjustments to the adjustedbasis of such assets pursuant to Code Section 734(b ) or Code Section 743(b ), but only to the extent that suchadjustments are taken into account in determining Capital Accounts pursuant to Treasury RegulationsSection 1.704 - 1(b)(2)(iv)(m )