definiens: means, with respect to any Company asset, the adjusted basis of such asset for federal income taxpurposes, except as follows : ( a ) the initial Book Value of any Company asset contributed by a Member to the Company shall be(i ) in the case of the assets contributed on the Effective Date pursuant to the Contribution Agreement, as is set forth onSchedule A, and ( ii ) for all other assets, the gross Fair Market Value of such Company asset as of the date of suchcontribution ; ( b ) immediately prior to the Distribution by the Company of any Company asset to a Member, theBook Value of such 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 MarketValues, as determined by a Majority in Interest of the Members, as of the following times : ( i ) the acquisition of an additional Membership Interest in the Company by a new or existingMember in consideration of a Capital Contribution of more than a de minimis amount ; ( ii ) the Distribution by the Company to a Member of more than a de minimis amount of property(other than cash ) as consideration for all or a part of such Member 's Membership Interest in the Company ; B-1 ( iii ) the grant to a service provider of any incentive Units ; and ( iv ) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704 - 1(b)(2)(ii)(g);provided, however, that adjustments pursuant to clauses ( i ), ( ii ) and ( iii ) above need not be made if the TaxMatters Member reasonably determines that such adjustment is not necessary or appropriate to reflect the relative economicinterests of 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, toreflect any adjustments to the adjusted tax basis of such Company asset pursuant to Code Section 734(b ) or Code Section743(b ), but only to the extent that such adjustments are taken into account in determining Capital Account balancespursuant to Treasury Regulation Section 1.704 - 1(b)(2)(iv)(m ) ; provided, however, that Book Values shall not be adjustedpursuant to this paragraph ( d ) to the extent that an adjustment pursuant to paragraph ( c ) above is made in conjunction with atransaction 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 adjustedpursuant to paragraphs ( c ) or ( d ) above, such Book Value shall thereafter be adjusted to reflect the Book Depreciation takeninto account with respect to such Company asset for purposes of computing Net Income and Net Losses