Allocation of Nonrecourse Debt Sample Clauses

Allocation of Nonrecourse Debt. For purposes of Regulations Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Partnership Interests.
Allocation of Nonrecourse Debt. For purposes of Regulation Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated by the General Partner by taking into account facts and circumstances relating to each Partner’s respective interest in the profits of the Partnership. For this purpose, the General Partner shall have the sole and absolute discretion in any Fiscal Year to allocate such excess Nonrecourse Liabilities among the Partners in any manner permitted under Code Section 752 and the Regulations thereunder.
Allocation of Nonrecourse Debt. For purposes of Regulations Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with any permissible method determined by the General Partner, except that such excess Nonrecourse Liabilities shall be allocated first (under the fifth sentence of Treasury Regulations Section 1.752-3(a)(3)) to each Partner up to the amount of built-in gain that is allocable to the Partner on “section 704(c) property” (as defined under Regulations Section 1.704-3(a)(3)(ii)) or property for which “reverse section 704(c) allocations” are applicable as described in Regulations Section 1.704-3(a)(6)(i), where such property is subject to the excess Nonrecourse Liabilities to the extent that such built-in gain exceeds Nonrecourse Built-in Gain with respect to such property.
Allocation of Nonrecourse Debt. For purposes of Section 752 of the Code, for taxable periods of the Partnership up to and including the taxable year ending December 31, 2009, the Partners agree as follows:
Allocation of Nonrecourse Debt. The Partners agree that Nonrecourse Liabilities of the Partnership shall be allocated among the Partners in accordance with the provisions of Regulations Section 1.752-3, as modified by any guidance published by the Internal Revenue Service, or otherwise reasonably interpreted.
Allocation of Nonrecourse Debt. 30 Section 6.3 Allocations for Series A Preferred Partnership Units and Series B Redeemable Preferred Partnership Units........................................................... 30
Allocation of Nonrecourse Debt. For purposes of Regulation Section 1.752-3(a), the Members agree that Nonrecourse Liabilities of the Company in excess of the sum of (i) the amount of Company Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated 100% to the TDC Member.
Allocation of Nonrecourse Debt. The Partners agree that Nonrecourse Liabilities of the Partnership in excess of the amount of Partnership Minimum Gain relating thereto shall be allocated first, to each Partner with a share of Nonrecourse Built-in Gain, up to the amount thereof, and then among the Partners in accordance with their respective Percentage Interests.
Allocation of Nonrecourse Debt. In accordance with Section 4.2 and Section 6.1.C of the Partnership Agreement, the General Partner shall allocate Nonrecourse Liabilities of the Partnership for purposes of Regulation Section 1.752-3 to the holders of Class F Preferred Units in accordance with the Tax Protection Agreement dated as of March 17, 2011 by and among the Partnership, the Contributor and the other parties signatories thereto. G1
Allocation of Nonrecourse Debt. The parties intend that, immediately following the contribution of the Contributed Assets at the Closing, CAP Sellers shall be allocated, for purposes of determining CAP Sellers' adjusted tax basis in their aggregate interest in Buyer OP, nonrecourse debt of Buyer OP and its Subsidiaries, by operation of Section 752 of the Code and the Treasury Regulations thereunder and the Buyer Partnership Agreement, with respect to each Contributed Asset, other than as a result of the CAP Sellers Contribution Obligation (as defined below), in the amount set forth on Schedule 11.1 attached hereto. The aggregate amount of nonrecourse debt to be so allocated to CAP Sellers, as set forth on Schedule 11.1, is referred to herein as the "Aggregate Allocated Debt." Neither Buyer OP nor CAP Sellers makes any representation or warranty to the other as to whether the IRS will agree with such allocation or, if the IRS does not so agree, whether the IRS would prevail in such contrary position. The parties recognize that the IRS might contend either that a larger amount of the existing nonrecourse debt of Buyer OP must be allocated to CAP Sellers, in which event a lesser amount of the existing nonrecourse debt of Buyer OP would be allocated to the other partners of Buyer OP, or, alternatively, that a larger amount of the existing nonrecourse debt of Buyer OP must be allocated to the other partners of Buyer OP, in which event a lesser amount of the existing nonrecourse debt of Buyer OP would be allocated to CAP Sellers. Buyer OP agrees that its Tax Returns for the tax year in which the contribution of the Contributed Assets occurs shall reflect the allocation to CAP Sellers of an amount of indebtedness not less than $88 million (the "Combined Allocated Debt Amount"). Buyer OP's Tax Returns for each subsequent year ending on or before December 31, 2003 shall continue to reflect the allocation to CAP Sellers of an amount of indebtedness determined on the same basis as that used to compute the indebtedness allocable to CAP Sellers for the year in which the contribution of the Contributed Assets to Buyer OP occurs, except to the extent that such allocations are affected by any material changes that occur after the date hereof in the U.S. federal income tax laws or the relevant facts. Buyer OP (i) shall notify CAP Sellers of the commencement of any administrative proceedings by the IRS with respect to the Tax Returns of Buyer OP or any Subsidiary for such years, (ii) shall permit CAP Sell...