Authority to Vary Allocations Sample Clauses

Authority to Vary Allocations. The Members have the authority to vary these allocations to the extent necessary to comply with federal income tax laws.
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Authority to Vary Allocations. The Members intend that each Member's distributive share of gross income, Net Income, gain, Net Loss or deduction (or item thereof) shall be determined and allocated in accordance with Sections 4.5 and 4.6 to the fullest extent permitted by Code Section 704(b). To preserve and protect the determinations and allocations provided for in Sections 4.5 and 4.6, the Operating Committee shall, and hereby is authorized and directed to, allocate Net Income, gross income, gain, Net Loss or deduction (or item thereof) arising in any year differently than otherwise provided for in Sections 4.5 and 4.6, if, and to the extent that, allocating Net income, gross income, gain, Net Loss or deduction (or item thereof) in the manner provided for in Sections 4.5 and 4.6 would cause the determinations and allocations of each Member's distributive share of Net Income, gross income, gain, Net Loss or deduction (or item thereof) not to be permitted by Code Section 704(b) or any Treasury Regulations promulgated thereunder. Any allocation made by the Operating Committee pursuant to this Section 4.7 shall be deemed to be a complete substitute for any allocation otherwise provided for in Section 4.5 or 4.6 and no amendment of this Agreement or approval of any Member shall be required.
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Authority to Vary Allocations. The Board of Managers has the authority to vary these allocations to the extent necessary to comply with federal income tax laws.
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Authority to Vary Allocations. 9 6.6 Withholding and Payments on Behalf of a Member ............ 10 ARTICLE 7. - MANAGEMENT ............................................... 10 7.1 Management ................................................ 10
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Authority to Vary Allocations. (a) It is the intent of the Members that each Member's allocable share of Net Profit and Net Losses (or items thereof) shall be determined and allocated in accordance with this Article 6 except to the extent such allocations would not comply with Section 704(b) of the Code. In order to preserve and protect the determinations and allocations provided for in this Article 6, the Management Committee, upon the advice of the Company's tax counsel, is hereby authorized and directed to allocate Net Profits and Net Losses (or items thereof) arising in any year in a manner different than otherwise provided for in this Article 6, but only to the extent that the allocation of Net Profits and Net Losses (or items thereof) in the manner provided for in this Article 6 would otherwise be inconsistent with Section 704(b) of the Code. Any allocation made pursuant to this Section 6.5 shall be done only in accordance with the standards and procedures set forth in this Section 6.5 and shall be deemed to be a complete substitute for any allocation otherwise provided for in this Article 6 and no amendment of this Agreement shall be required.
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Authority to Vary Allocations. The Managing General Partner has the authority to vary these allocations to the extent necessary to comply with federal income tax laws.
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Authority to Vary Allocations. The Manager has the authority to vary allocations to the extent necessary to comply with federal income tax laws.
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Related to Authority to Vary Allocations

  • Regulatory Allocations Notwithstanding any provisions of paragraph 1 of this Exhibit B, the following special allocations shall be made.

  • Priority Allocations (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit within the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution.

  • Allocations The profits and losses of the Company shall be allocated to the Members in accordance with their Percentage Interests from time to time.

  • Other Allocations Except as otherwise provided in this Agreement, all items of Partnership income, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Unit Holders in the same proportions as they share Profits or Losses, as the case may be, for the year.

  • Book Allocations The net income and net loss of the Company shall be allocated entirely to the Member.

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

  • Other Allocation Provisions Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

  • Offsetting Allocations Notwithstanding the provisions of Sections 6.1, 6.2.B and 6.2.C, but subject to Sections 6.3 and 6.4, in the event Net Income or items thereof are being allocated to a Partner to offset prior Net Loss or items thereof which have been allocated to such Partner, the General Partner shall attempt to allocate such offsetting Net Income or items thereof which are of the same or similar character (including without limitation Section 704(b) book items versus tax items) to the original allocations with respect to such Partner.

  • Timing and Amount of Allocations of Net Income and Net Loss Net Income and Net Loss of the Partnership shall be determined and allocated with respect to each Partnership Year of the Partnership as of the end of each such year. Subject to the other provisions of this Article 6, an allocation to a Partner of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss.

  • Payments Generally; Allocation of Proceeds; Sharing of Set-offs (a) The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

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