Allocation of Tax Items Sample Clauses

Allocation of Tax Items. To the extent permitted by section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding "book" items thereof; however, all items of income, gain, loss and deduction with respect to Assets with respect to which there is a difference between "book" value and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the IRS Code and section 1.704-1(b)(4)(i) of the Treasury Regulations, if applicable. Where a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes (and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the IRS Code and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any reasonable method permitted by the Code, as determined by the Manager.
Allocation of Tax Items. In the case of a Deconsolidation Event, all Tax computations for (1) any Pre-Deconsolidation Periods ending on the date of the Deconsolidation Event and (2) the immediately following taxable period of VMware or any VMware Affiliate, shall be made pursuant to the principles of section 1.1502-76(b) of the Treasury Regulations or of a corresponding provision under the laws of other jurisdictions, as reasonably determined by Dell Technologies, taking into account all reasonable suggestions made by VMware with respect thereto.
Allocation of Tax Items. (a) Except as otherwise provided in the succeeding provisions of this Section 3.2, each Tax Item shall be allocated among the Partners in the same manner as each correlative item of profit or loss, as calculated for book purposes, is allocated pursuant to the provisions of Section 3.1 hereof.
Allocation of Tax Items. All determinations (whether for purposes of preparing Tax Returns or for purposes of determining a Party’s responsibility for Taxes under this Agreement) regarding the allocation of Tax items between the portion of a Straddle Tax Period that ends on the Distribution Date and the portion of such Straddle Tax Period that begins the day after the Distribution Date shall be made pursuant to the principles of Treasury Regulations Section 1.1502-76(b) or of a corresponding provision under the Laws of the applicable taxing jurisdiction; provided, further, that Tax items may be ratably allocated to the extent provided by and pursuant to the principles of Treasury Regulations Section 1.1502-76(b)(2)(ii). Any such allocation of Tax items shall initially be determined by Trident. To the extent that Athens NA or Fountain disagrees with such determination, the dispute shall be resolved pursuant to the provisions of Article XIII.
Allocation of Tax Items. All determinations for purposes of this Agreement regarding the allocation of Income Tax items or items relating to Taxes based upon or related to receipts or occupancy or imposed in connection with any sale or other transfer or assignment of property between the portion of a Straddle Tax Period that ends on the Distribution Date and the portion that begins the day after the Distribution Date shall be made based on a closing of the books method under the principles of Treasury Regulation 1.1502-76 (and any similar rule under U.S. state, local or non-U.S. Law) as determined by LQ Parent, unless in each case the Parties agree in writing otherwise; provided, however, any Taxes in respect of actions taken outside the ordinary course of business on the Distribution Date but after the Distribution that do not comply with the last sentence of this Section 10.2 shall be deemed to arise the day after the Distribution. All determinations for purposes of this Agreement regarding the allocation of Tax items relating to Taxes not described in the sentence above (such as real or personal property Taxes) between the portion of a Straddle Tax Period that ends on the Distribution Date and the portion that begins the day after the Distribution Date shall be made based on the number of days in each respective period, unless in each case the Parties agree otherwise. Except for the transactions contemplated in the Plan of Reorganization, CPLG shall not (and shall not permit any member of its Group to) take any action outside the ordinary course of business on the Distribution Date but after the Distribution.
Allocation of Tax Items. For federal, state and local income tax purposes and for purposes of maintaining the Venturers' Capital Accounts, except as otherwise provided herein, each item of income, gain, loss and deduction of the Venture for each tax year shall be allocated to the Venturers in accordance with their Distribution Percentage Interests.
Allocation of Tax Items. All Tax computations for (1) any Pre-Distribution Periods ending on the Distribution Date and (2) the immediately following taxable period of Holdings or any Holdings Affiliate, shall be made pursuant to the principles of section 1.1502-76(b) of the Treasury Regulations or of a corresponding provision under the laws of other jurisdictions, as reasonably determined by JDSU, taking into account all reasonable suggestions made by Holdings with respect thereto. Any Tax Items relating to the Separation and Distribution shall be treated, to the extent permitted, as extraordinary items described in section 1.1502-76(b)(2)(ii)(C) of the Treasury Regulations and shall (to the extent occurring on or prior to the Distribution Date) be allocated to Pre- Distribution Periods, and any Taxes related to such items shall be treated under section 1.1502-76(b)(2)(iv) of the Treasury Regulations as relating to such extraordinary item and shall (to the extent occurring on or prior to the Distribution Date) be allocated to Pre-Distribution Periods.
Allocation of Tax Items. Pride shall determine in accordance with applicable Tax Laws the allocation of any applicable Tax Items (e.g., net operating loss, net capital loss, investment Tax credit, foreign Tax credit, research and experimentation credit, charitable deduction, or credit related to alternative minimum Tax) as of the Effective Time among Pride, each other Pride Group member, Seahawk, and each other Seahawk Group member. Pride and Seahawk hereby agree that in the absence of controlling legal authority each such Tax Item shall be allocated as provided in Section 2.2. Attached hereto as Exhibit A is an estimate of the Tax Items allocable to the Pride Group and the Seahawk Group, respectively. Pride shall provide reasonably timely updates of the allocation of Tax Items, as it finalizes its Tax Returns and as adjustments, if any, are subsequently made to such Tax Returns.
Allocation of Tax Items. All Tax computations for (i) any Pre-Deconsolidation Period ending on a Deconsolidation Date, (ii) the immediately following taxable period of SCL or any SCL Affiliate and (iii) any Straddle Period, shall be made pursuant to the principles of Section 1.1502-76(b) of the Treasury Regulations or of a corresponding provision under the laws of other jurisdictions and, to the extent possible, in a manner consistent with the principles set forth in Section 4.1(a) of this Agreement.
Allocation of Tax Items. For federal and state income tax purposes, Company income gain, loss, deduction and credit (or items thereof) for any Fiscal Year shall be allocated as follows: