definiens: means, with respect to any Company asset, the adjusted basis of such asset for federal incometax purposes, except as follows:(a ) the initial Book Value of any Company asset contributed by a Member to the Company shall be the gross FairMarket Value of such Company asset as of the date of such contribution;(b ) immediately prior to the distribution by the Company of any Company asset to a Member, the Book Value ofsuch asset shall be adjusted to its gross Fair Market Value as of the date of such distribution;(c ) the Book Value of all Company assets shall be adjusted to equal their respective gross Fair Market Values, as reasonably determined by the Managers, as of the following times:(i ) the acquisition of an additional Membership Interest in the Company by a new or existing Member inconsideration for more than a de minimis Capital Contribution ; and(ii ) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704 - 1(b)(2)(ii)(g);provided, that adjustments pursuant to clauses ( i ) and ( ii ) above need not be made if the Board of Managersreasonably determines that such adjustment is not necessary or appropriate to reflect the relative economic interestsof the Members and that the absence of such adjustment does not adversely and disproportionately affect anyMember;(d ) the Book Value of each Company asset shall be increased or decreased, as the case may be, to reflect anyadjustments to the adjusted tax basis of such Company asset pursuant to Code Section 734(b ) or CodeSection 743(b ), but only to the extent that such adjustments are taken into account in determining Capital Accountbalances pursuant to Treasury Regulations Section 1.704 - 1(b)(2)(iv)(m ) ; provided, that Book Values shall not beadjusted pursuant to this paragraph ( d ) to the extent that an adjustment pursuant to paragraph ( c ) above is made inconjunction with a transaction that would otherwise result in an adjustment pursuant to this paragraph ( d ) ; and(e ) if the Book Value of a Company asset has been determined pursuant to paragraph ( a ) or adjusted pursuant toparagraphs ( c ) or ( d ) above, such Book Value shall thereafter be adjusted to reflect the Book Depreciation taken intoaccount with respect to such Company asset for purposes of computing Net Income and Net Losses