Code Section 754 Adjustments Sample Clauses

Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.
Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704- l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. EXHIBIT B NOTICE OF EXCHANGE To: Clipper Realty L.P. c/o Clipper Equity Inc. 4600 Xxxxxxx Xxxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: Daxxx Xxxxxxxxx Fax: 710-000-0000 The undersigned Member hereby irrevocably tenders for exchange [NUMBER] Class B Units (the “Tendered Units”) in 50/53 JV LLC (the “Company”), in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 3, 2015 (the “Agreement”), and the Exchange Right referred to therein. The undersigned Member:
Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code § 734(b) or Code § 743(b) is required, pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Regulations. [The remainder of this page has been intentionally left blank.] Appendix C-4 APPENDIX D TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LACC, LLC, a Delaware limited liability company GUIDING PRINCIPLES
Code Section 754 Adjustments. To the extent Treasury Regulation Section 1.704-1(b)(2)(iv)(m) requires the Company to take into account in determining Capital Accounts an adjustment to the adjusted tax basis of any Company Assets under Code Sections 734(b) or 743(b) because of a distribution to a Member in complete liquidation of such Member’s Membership Interest, the amount of the adjustment to the Capital Accounts must be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases that basis). The amount of that gain or loss must be specially allocated to the Members:
Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset under Code Sections 734(b) or 743(b) is required to be taken into account in determining Capital Accounts under
Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code § 734(b) or Code § 743(b) is required, pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations. EXHIBIT C TO THE LIMITED PARTNERSHIP AGREEMENT OF FAMILY DOLLAR MERCHANDISING, L.P., a Delaware limited partnership ASSETS CONTRIBUTED BY LIMITED PARTNER ASSET DESCRIPTION AGREED VALUE FAX MACHINE $ 3,967.13 OFFICE FURNITURE $ 468.60 OFFICE FURNITURE $ 3,718.82 OFFICE FURNITURE $ 4,444.67 PRINTER $ 334.19 ENTERPRISE SUPPLY CHAIN SOFTWARE AND OTHER PROPRIETARY SOFTWARE AND KNOW-HOW (including various spreadsheet applications related to inventory procurement, merchandise assortment, logistics planning, etc.) $ 50,495,000.00 VENDOR RELATIONSHIPS AND OTHER ESTABLISHED GOODWILL $ 112,643,000.00
Code Section 754 Adjustments. The Sellers agree to cooperate with the Purchaser to elect under Code Section 754, to the extent Purchaser deems such cooperation necessary or desirable, in order to elect to adjust the tax basis of the assets of the Partnerships. The value of the assets is hereby agreed to be as follows: all assets other than depreciable assets will be reflected at net book value, depreciable assets at net tax basis, and all excess value will be allocated to good will. "Partnership" means the Companies identified as limited partnerships or limited liability companies on Schedule 1.
Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations. [THE REMAINDER OF THIS PAGE INTENTIONALLY HAS BEEN LEFT BLANK.] SCHEDULE C DEVELOPMENT BUDGET SCHEDULE (SEE ATTACHMENTS HERETO) 50 Schedule C Arizona Heart Hospital Capital Expenses Facility Size Total Beds 55 occ. beds = [***]% of capacity 60 beds Total Square Feet [***] sqft/bed + [***] add'l sqft [***] CAPITAL EXPENSES Total Depreciation & Interest Medicare Capital Amount Amortization Expense Reimbursement -------------------- --------------- ------------------- Term Amount Rate Amount Mix/Rate Amount Property: Building Construction $[***]/sqft $[***] 40 years $[***] [***]% $[***] Land 13.00 acres @ $[***] 0 years $[***] [***]% $[***] $[***]/sqft Architectural Fees [***]% of $[***] 40 years $[***] [***]% $[***] constr Interest During Constr 9 months @ [***]% $[***] 40 years $[***] [***]% $[***] ------ Total Property $[***] [***]% $[***] $[***]
Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section
Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any LLC asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations. [THE REMAINDER OF THIS PAGE INTENTIONALLY HAS BEEN LEFT BLANK.] EXHIBIT E TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIGITAL TELEVISION SERVICES, LLC A DELAWARE LIMITED LIABILITY COMPANY INDEMNIFICATION EXHIBIT (a) Rights to Indemnification.