Built-In Gain Sample Clauses

Built-In Gain. WGI will not recognize any built-in gain under Section 1374 of the Code as a result of the 338(h)(10) Election contemplated by Section 6.6.7 hereof.
Sample 1
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Built-In Gain. The term “Built-in Gain” shall mean, with respect to each Protected Partner and the Protected Properties at any time, the “built-in gain” (within the meaning of Code Section 704(c) and the Treasury Regulations promulgated thereunder) that is allocable to such Protected Partner pursuant to Code Section 704(c) with respect to the Protected Properties (including, for the avoidance of doubt, any “reverse Section 704(c) gain” allocated to High Traverse as of the Closing Date that is allocable to such Protected Partner). The initial Built-In Gain allocable to High Traverse with respect to each Protected Property is set forth on Exhibit A hereto. For purposes of calculating the amount of Built-In Gain allocated to a Protected Partner under Code Section 704(c) with respect to a particular Protected Property, any “reverse Section 704(c) gain” allocated to a Protected Partner pursuant to Treasury Regulations Section 1.704-3(a)(6) following the Closing Date shall not be taken into account. For the avoidance of doubt and notwithstanding the foregoing, the parties acknowledge that any Tax Liability will be calculated with reference to the Built-In Gain for a Protected Partner and the Protected Properties immediately prior to the indemnifiable event (to the extent recognized as a result of the indemnifiable event) and the initial Built-In Gain for the Protected Properties will be reduced over time to the extent required under Treasury Regulations Section 1.704-3.
Sample 1
Built-In Gain. On or before July 1, 2020, MGM shall provide to the Company (i) the Built-In Gain (and its relative allocation among (x) MGM and each of its Affiliates that are treated as a corporation or partnership for U.S. federal income tax purposes and is treated as directly holding an interest in MGP OP for U.S. federal income tax purposes (including through a chain of one or more disregarded entities) and (y) land, buildings and personal property, which shall be used by the Parties for tax reporting purposes) attributable to the Protected Properties, (ii) supporting documentation with respect thereto.
Sample 1
Built-In Gain. Company’s “net unrealized built-in gain,” as such phrase is defined in Section 1374(d) of the Code, has not been calculated as of the Recent Balance Sheet date or at the Closing. Should it become necessary in the future to determine Company’s “net unrealized built-in gain” as of any date, the Shareholders and Xxxxxxx Xx, jointly and severally, will indemnify Company and Buyer for any costs associated with such determination and any taxes, interest and penalties associated with the recognition of the “net unrealized built-in gain” by federal or state taxing authorities.
Sample 1
Built-In Gain. None of Casden or any of the Casden Subsidiaries (excluding, for purposes of this provision, NAPICO and the NAPICO Entities) has been or will be subject to tax (i) under the principles of Section 1374, as described in IRS Notice 88-19 and Temporary Treasury Reg. Section 1.337(d)-5T, or (ii) under paragraphs (4), (5), (6) or (7) of Section 857(b) of the Code.
Sample 1
Built-In Gain. (i) BIG Regime. Subject to clauses (b)(ii) and (iii) below, if CSX Unitholders recognize Built-in Gain (other than Built-in Gain recognized as a result of a CSX Sale-Leaseback) in any Fiscal Year, the Board shall elect (in its sole discretion) to do one of the following (collectively, the "BIG Regime"):
Sample 1
Built-In Gain. On or before May 1, 2020, the Initial Protected Member shall provide to Blackstone (i) the Built-In Gain (and its relative allocation among, land, buildings and personal property, which shall be used by the parties for tax reporting purposes) attributable to the Protected Property, (ii) supporting documentation with respect thereto.
Sample 1
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Built-In Gain. The Company will not be liable for any Tax under Section 1374 of the Code in connection with the deemed sale of its assets caused by the Section 338(h)(10)
Sample 1
Built-In Gain. SII does not have a built-in gain (within the meaning of Section 1374(d)(2) of the Code).
Sample 1

Related to Built-In Gain

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

  • Chargeback of Partner Nonrecourse Debt Minimum Gain Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • Net Loss After giving effect to the special allocations set forth in Section 6.1(d), Net Loss for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Loss for such taxable period shall be allocated as follows:

  • Member Nonrecourse Debt Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • Total Realized Loss (or Amount of Any Gain 23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis ( ). Exhibit 3A: Calculation of Realized Loss/Gain Form 332 Prepared by: __________________ Date: _______________ Phone: ______________________ Email Address:_____________________ Servicer Loan No. Servicer Name Servicer Address XXXXX FARGO BANK, N.A. Loan No._____________________________ Borrower's Name: _________________________________________________________ Property Address: _________________________________________________________

  • Member Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • Net Income and Net Loss All net income or net loss of the Company shall be for the account of the Member.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Partner Nonrecourse Debt Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • Capital Account Deficits Loss shall not be allocated to a Limited Partner to the extent that such allocation would cause a deficit in such Partner’s Capital Account (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain. Any Loss in excess of that limitation shall be allocated to the General Partner. After the occurrence of an allocation of Loss to the General Partner in accordance with this Section 5.01(e), to the extent permitted by Regulations Section 1.704-1(b), Profit first shall be allocated to the General Partner in an amount necessary to offset the Loss previously allocated to the General Partner under this Section 5.01(e).

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