Allocations to Members Clause Samples
Allocations to Members. Allocations for Tax Allocation Account purposes shall be in accordance with the following:
(a) Exploration expenses and development cost deductions shall be allocated among the Members in accordance with their respective contributions to such expenses and costs.
(b) Depreciation and amortization deductions with respect to a depreciable Asset shall be allocated among the Members in accordance with their respective contributions to the adjusted basis of the Asset which gives rise to the depreciation, amortization or loss deduction.
(c) Production and operating cost deductions shall be allocated among the Members in accordance with their respective contributions to such costs in respect of contributed properties or incurred during start-up operations.
(d) Deductions for depletion (to the extent of the amount of such deductions that would have been determined for Tax Allocation Account purposes if only cost depletion were allowable for federal income tax purposes) shall be allocated to the Members in accordance with their respective contributions to the adjusted basis of the depletable property. Any remaining depletion deductions shall be allocated to the Members so that, subject to Paragraph 3(j), the Members receive to the extent possible the same total amounts of percentage depletion as they would have received if percentage depletion were allocated to the Members in proportion to their respective shares of the gross income used as the basis for calculating the federal income tax deduction for percentage depletion.
(e) Except as provided in Paragraph 3(f), below, to the extent permitted under Treas. Reg § 1.1245-1(e)(2), gain or loss on the sale of a depreciable or depletable asset shall be allocated so that, to the extent possible, the net amount reflected in the Members' Tax Allocation Account with respect to such property (taking into account the cost of such property, depreciation, amortization, depletion or other cost recovery deductions and gain or loss) most closely reflects the Members' Percentage Interests.
(f) Gains and losses on the sale of all or substantially all the Assets of the Company shall be allocated so that, to the extent possible, the Members' resulting Tax Allocation Account balances are in the same ratio as their Percentage Interests at the time of such sale.
(g) Income and gain (other than items of income or gain allocated pursuant to Paragraphs 3(e) and 3(f)) shall be allocated to the Members in accordance with their Percentage Int...
Allocations to Members. Except as provided in Section 3.3, all items of Profit and Loss shall be allocated among the Members as follows:
Allocations to Members. Allocations for Capital Account purposes shall be in accordance with the following:
(a) Except as otherwise provided in this Paragraph 3.3, all items of income, gain, loss, deduction and credit shall be determined on a separate basis, and each such item shall be allocated among the Members in accordance with their respective Percentage Interests. For the avoidance of doubt, during the period from the Execution Date through the Third Contribution Installment Date, allocations shall be made in accordance with Percentage Interests even though the relative capital contributions of the Members through that date have not been in proportion to Percentage Interests.
(b) In the event of a revaluation in accordance with Treas. Regs. § 1.704-1(b)(2)(iv)(f), the amount of the adjustment to the Adjusted Properties shall be allocated, first, to cause the Members’ Capital Account balances to be in proportion to the Members’ Percentage Interests and, second, to the Members in proportion to the Members’ Percentage Interests.
(c) Gains and losses on the sale of all or substantially all the Assets of the Company (including any distribution in kind of all or substantially all the Assets of the Company to the Members) shall be allocated so that, to the extent possible, the Members’ resulting Capital Account balances are in the same ratio as their relative Percentage Interests (“Balance Capital Accounts”) after taking into account such sale; provided, that in circumstances where either the Third Contribution Installment or the Catch-Up Contribution are not yet due, or any capital contribution is due and not yet paid, for purposes of determining Capital Account balances each Member shall be deemed to have made the Unpaid Contribution Amount (as defined below) immediately prior to the time such allocations are made. In making the allocations under this Subparagraph 3.3(c), to the extent necessary to Balance Capital Accounts, gain and loss shall be calculated on an asset-by-asset basis, and any property contributed by a Member shall be treated as a separate asset from the property contributed by or created with funds contributed by the other Member. If the Company does not have sufficient items of gain and loss to Balance Capital Accounts, the liquidator may take other actions, as it determines are reasonably appropriate, to Balance Capital Accounts, including reallocating items among the Members in such year or prior years to the extent amended tax returns for the Company can be ...
Allocations to Members a. Subject to Sections 5.7.b and 5.7.c, all items of income, gain, profits, losses, credits and deductions of the Company shall be allocated to the Members in proportion to the Members' Percentage Interests.
b. Solely for federal, state, and local income tax purposes and not for book or Capital Account purposes, except to the extent required by Treasury Regulations, depreciation, amortization, gain, or loss with respect to property that is properly reflected on the Company's books at a value that differs from its adjusted basis for federal income tax purposes shall be allocated in accordance with the principles and requirements of Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, and in accordance with the requirements of the relevant provisions of the Treasury Regulations issued under Code Section 704(b). For Capital Account purposes, depreciation, amortization, gain, or loss with respect to property that is properly reflected on the Company's books at a value that differs from its adjusted basis for tax purposes shall be determined in accordance with the rules of Treasury Regulation Section 1.704-1 (b)(2)(iv)(g).
Allocations to Members. Allocations to Members shall be in accordance with the following:
(i) Except as otherwise provided in this Paragraph 2(c) and Paragraph 2(d), all items of income, gain, loss and deduction shall be allocated to the Members in accordance with their Percentage Interests.
(ii) Any recapture of exploration expenses under Section 617(b)(1)(A) of the Code, and any disallowance of depletion under Section 617(b)(1)(B) of the Code, shall be borne by the Members in the same manner as the related exploration expenses were allocated to, or claimed by, them.
(iii) If the Members’ Percentage Interests change during any taxable year of the Company, the distributive share of items of income, gain, loss and deduction of each Member shall be determined in any manner (1) permitted by Section 706 of the Code, and (2) agreed by both Members. If the Members cannot agree on a method, the method shall be determined by the VPF in consultation with the Company’s tax advisers, with preference given to the interim closing-of-the-books method except where application of that method would result in undue administrative expense in relationship to the amount of the items to be allocated.
Allocations to Members a. Subject to Sections 5.7.b and 5.7.c, all items of income, gain, profits, losses, credits and deductions of the Company shall be allocated to the Members in proportion to the Members' Percentage Interests.
b. Solely for federal, state, and local income tax purposes and not for book or Capital Account purposes, except to the extent required by Treasury Regulations, depreciation, amortization, gain, or loss with respect to property that is properly
Allocations to Members. (a) Except as otherwise provided in Section 7.1(b), Profits and Losses, and to the extent necessary, individual items of income, gain, loss and deduction of the Fund, for any allocation period shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, and after taking into actual distributions made during such allocation period (and distributions with respect to such allocation period to be made after the end of such allocation period if the Manager is able to determine in good faith the manner in which such distributions will be made pursuant to Section 9.1), is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Member pursuant to Section 9.1 if the Fund were to dissolve, its affairs wound up and its assets sold for cash equal to their book value, all Fund liabilities, including the Fund’s share of any liability of any entity treated as a partnership for U.S. federal income tax purposes in which the Fund is a partner, were satisfied (limited, with respect to each nonrecourse liability to the book value of the assets securing the liability) and the net assets of the Fund were distributed in accordance with Section 9.1 immediately after making such allocation, minus (ii) such Member’s share of “minimum gain” and “partner nonrecourse debt minimum gain” determined pursuant to Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), computed immediately prior to the hypothetical sale of assets, if any.
(b) Notwithstanding anything to the contrary in the other provisions of this Section 7.1:
Allocations to Members. 45 11.3 Agreement Not to Cause a Tax Termination . . . . . . . . . . . 48 11.4
Allocations to Members. Except as otherwise provided in Article 3 of this Allocations Exhibit (including, without limitation, the special allocations related to Depreciation), Net Profits and Net Loss shall be allocated among the Members in accordance with their then respective Allocation Percentages.