balance sheet of such Person (other than accounts payable that are payable not more than one year after the date of incurrence), (d) any obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed) that is or is required to be classified and accounted for as a capital lease obligation under GAAP, (e) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities, (f) all Debt of others referred to in clauses (a) through (e) above guaranteed directly or indirectly by such Person, and (g) all Debt referred to in clauses (a) through (f) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt.
Depreciation means, for each fiscal year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year is zero, Depreciation shall be calculated with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.
Designated Affiliate means (i) in the case of a Member that is not a natural person, to an Affiliate of such Member and (ii) in the case of a Member who is a natural person, in connection with estate planning by such Member to such Members parents, spouse and lineal descendants and the lineal descendants of such Members parents or spouse, or trusts for the benefit of, or corporations, limited liability companies or partnerships, the stockholders, members or general and/or limited partners of which include, only such Member and/or Members parents, spouse or lineal descendants or the lineal descendants of such Members parents or spouse; provided, further, that Units may be transferred to a minor or an incompetent.
Distributable Assets means, with respect to any fiscal period, all cash receipts (including from any operating, investing, and financing activities) and other assets of the Company from any and all sources, reduced by operating expenses, contributions of capital to Subsidiaries, investments and payments required to be made in connection with any loan to the Company and any reserve for contingencies or escrow required, in the judgment of the Board acting in good faith.
Distribution Threshold means, with respect to any Management Incentive Unit, an amount specified by the Board at the time of its issuance, provided, that such amount shall not be less than (x) the amount of distributions to which such Management Incentive Unit would be entitled (if its Distribution Threshold were zero (0)) under Section 5.4(b) if, immediately after the issuance of such Management Incentive Unit all the assets of the Company were sold for their respective fair market values (as determined by the Board in its sole discretion), the liabilities of the Company were paid in full, and the remaining proceeds were distributed in accordance with Section 5.4(b), minus (y) any amount contributed in respect of such Management Incentive Unit. The Board may increase any Distribution Threshold with respect to outstanding Management Incentive Units in connection with any capital contribution made to the Company following the issuance of such Management Incentive Units.