Common use of Federal Tax Allocations Clause in Contracts

Federal Tax Allocations. The General Partner shall allocate the ordinary income and losses and capital gains and losses of the Partnership as determined for U.S. Federal income tax purposes (and each item of income, gain, loss, deduction or credit entering into the computation thereof), as the case may be, among the Partners for tax purposes in a manner that, to the greatest extent possible (i) reflects the economic arrangement of the Partners under this Agreement (determined after taking into account the allocation provisions 31 35 of Sections 4.2, 4.4 and 4.5 hereof, and the distributions provisions of Sections 4.3, 4.4 and 4.5 hereof) and (ii) is consistent with the principles of Sections 704(b) and 704(c) of the Code. Pursuant to the foregoing, the General Partner shall allocate items of income, deduction, gain and loss for tax purposes in the same manner as, and in proportion to, the book allocations of corresponding items made pursuant to this Partnership Agreement, except (i) as provided below with respect to allocations required under the principles of Code Section 704(c), and (ii) as required by Code Section 704(b) and the Treasury Regulations thereunder ("Required Allocations"). Any Required Allocations shall be taken into account in computing other and subsequent tax allocations so that the amount of tax items allocated to each Partner, to the greatest extent possible, shall be equal to the amount of tax items that would have been allocated to each Partner in the absence of such Required Allocations. The Partners understand and agree that, with respect to any item of property (other than cash) contributed (or deemed to be contributed for U.S. federal income tax purposes) by a Partner to the capital of the Partnership, the initial tax basis of such property in the hands of the Partnership will be the same as the tax basis of such property in the hands of such Partner at the time so contributed. The Partners further understand and agree that the taxable income and taxable loss of the Partnership is to be computed for Federal income tax purposes by reference to the initial tax basis to the Partnership of any assets and properties contributed by the Partners (and not by reference to the fair market value of such assets and properties at the time contributed). The Partners also understand that, pursuant to Section 704(c) of the Code, all taxable items of income, gain, loss and deduction with respect to such assets and properties shall be allocated among the Partners for Federal income tax purposes so as to take account of any difference between the initial tax basis of such assets and properties to the Partnership and their fair market values at the time contributed, using any method authorized by the Income Tax Regulations under Section 704(c) and selected by the General Partner in its sole discretion, subject to its fiduciary duties to the Partners as a whole. For purposes of maintaining the Capital Accounts of the Partners, items of income, gain, loss and deduction relating to any asset or property contributed to the Partnership that are required to be allocated for tax purposes pursuant to Section 704(c) of the Code shall not be reflected in the Capital Accounts of the Partners.

Federal Tax Allocations. The General Partner shall shall, in its sole discretion, allocate the ordinary income and losses and capital gains and losses of the Partnership as determined for U.S. Federal income tax purposes (and each item of income, gain, loss, deduction or credit entering into the computation thereof), as the case may be, among the Partners for tax purposes in a manner that, to the greatest extent possible (i) reflects the economic arrangement of the Partners under this Agreement (determined after taking into account the allocation provisions 31 35 of Sections 4.2, 4.4 and 4.5 hereof, Section 5.2 hereof and the distributions provisions of Sections 4.3, 4.4 Section 5.3 and 4.5 5.4 hereof) and (ii) is consistent with the principles of Sections 704(b) and 704(c) of the Code. Pursuant to the foregoing, the General Partner shall allocate items of income, deduction, gain and loss for tax purposes in the same manner as, and in proportion to, the book allocations of corresponding items made pursuant to this Partnership Agreement, except (i) as provided below with respect to allocations required under the principles of Code Section 704(c), and (ii) as required by Code Section 704(b) and the Treasury Regulations thereunder ("Required Allocations"). Any Required Allocations shall be taken into account in computing other and subsequent tax allocations so that the amount of tax items allocated to each Partner, to the greatest extent possible, shall be equal to the amount of tax items that would have been allocated to each Partner in the absence of such Required Allocations. The Partners understand and agree that, with respect to any item of property (other than cash) contributed (or deemed to be contributed for U.S. federal income tax purposes) by a Partner to the capital of the Partnership, the initial tax basis of such property in the hands of the Partnership will be the same as the tax basis of such property in the hands of such Partner at the time so contributed. The Partners further understand and agree that the taxable income and taxable loss of the Partnership is to be computed for Federal income tax purposes by reference to the initial tax basis to the Partnership of any assets and properties contributed by the Partners (and not by reference to the fair market value of such assets and properties at the time contributed). The Partners also understand that, pursuant to Section 704(c) of the Code, all taxable items of income, gain, loss and deduction with respect to such assets and properties shall be allocated among the Partners for Federal income tax purposes so as to take account of any difference between the initial tax basis of such assets and properties to the Partnership and their fair market values at the time contributed, using any method authorized by the Income Tax Regulations Federal regulations under Section 704(c) of the Internal Revenue Code, and selected by the General Partner in its sole discretion, subject to its fiduciary duties to the Partners as a whole. For purposes of maintaining the Capital Accounts of the Partners, items of income, gain, loss and deduction relating to any asset or property contributed to the Partnership that are required to be allocated for tax purposes pursuant to Section 704(c) of the Code shall not be reflected in the Capital Accounts of the Partners. Without limiting the generality of the foregoing, all deductions with respect to the amortization or depreciation of property contributed to the Partnership by a Partner shall be allocated to the contributing Partner for U.S. Federal income tax purposes.

Federal Tax Allocations. The General Partner shall allocate the ordinary income and losses and capital gains and losses of the Partnership as determined for U.S. Federal income tax purposes (and each item of income, gain, loss, deduction or credit entering into the computation thereof), as the case may be, among the Partners for tax purposes in a manner that, to the greatest extent possible (i) reflects the economic arrangement of the Partners under this Agreement (determined after taking into account the allocation provisions 31 35 of Sections 4.2, 4.4 and 4.5 hereof, and the distributions provisions of Sections 4.3, 4.4 and 4.5 hereof) and (ii) is consistent with the principles of Sections 704(b) and 704(c) of the Code. Pursuant to the foregoing, the General Partner shall allocate items of income, deduction, gain and loss for tax purposes in the same manner as, and in proportion to, the book allocations of corresponding items made pursuant to this Partnership Agreement, except (i) as provided below with respect to allocations required under the principles of Code Section 704(c), and (ii) as required by Code Section 704(b) and the Treasury Regulations thereunder ("Required Allocations"). Any Required Allocations shall be taken into account in computing other and subsequent tax allocations so that the amount of tax items allocated to each Partner, to the greatest extent possible, shall be equal to the amount of tax items that would have been allocated to each Partner in the absence of such Required Allocations. The Partners understand and agree that, with respect to any item of property (other than cash) contributed (or deemed to be contributed for U.S. federal income tax purposes) by a Partner to the capital of the Partnership, the initial tax basis of such property in the hands of the Partnership will be the same as the tax basis of such property in the hands of such Partner at the time so contributed. The Partners further understand and agree that the taxable income and taxable loss of the Partnership is to be computed for Federal income tax purposes by reference to the initial tax basis to the Partnership of any assets and properties contributed by the Partners (and not by reference to the fair market value of such assets and properties at the time contributed). The Partners also understand that, pursuant to Section 704(c) of the Code, all taxable items of income, gain, loss and deduction with respect to such assets and properties shall be allocated among the Partners for Federal income tax purposes so as to take account of any difference between the initial tax basis of such assets and properties to the Partnership and their fair market values at the time contributed, using any method authorized by the Income Tax Regulations under Section 704(c) and selected by the General Partner in its sole discretion, subject to its fiduciary duties to the Partners as a whole. For purposes of maintaining the Capital Accounts of the Partners, items of income, gain, loss and deduction relating to any asset or property contributed to the Partnership that are required to be allocated for tax purposes pursuant to Section 704(c) of the Code shall not be reflected in the Capital Accounts of the Partners.of

Federal Tax Allocations. The General Partner shall Manager Member shall, in its sole discretion, allocate the ordinary income and losses and capital gains and losses of the Partnership LLC as determined for U.S. Federal income tax purposes (and each item of income, gain, loss, deduction or credit entering into the computation thereof), as the case may be, among the Partners Members for tax purposes in a manner that, to the greatest extent possible possible: (ia) reflects the economic arrangement of the Partners Members under this Agreement (determined after taking into account the allocation provisions 31 35 of Sections 4.2, 4.4 and 4.5 hereof, and the distributions distribution provisions of Sections 4.3, 4.4 and 4.5 hereof) and ), (iib) is consistent with the principles of Sections 704(b) and 704(c) of the Code. Pursuant to the foregoing, the General Partner shall allocate items of income, deduction, gain and loss for tax purposes in the same manner as, and in proportion to, the book allocations of corresponding items made pursuant to this Partnership Agreement, except (i) as provided below with respect to allocations required under the principles of Code Section 704(c), and (iic) incorporates a "qualified income offset," a "minimum gain chargeback" and a "partner nonrecourse debt minimum gain chargeback" as required by Code Section 704(b) and those terms are defined in the Treasury Regulations thereunder (under Section 704 of the Code. "Required Allocations"). Any Required Allocations shall be taken into account Nonrecourse deductions," as defined in computing other and subsequent tax allocations so that the amount of tax items allocated to each Partner, to the greatest extent possiblesuch Treasury Regulations, shall be equal allocated among the Members in accordance with their LLC Points. Deductions attributable to the amount of tax items that would have been "partner nonrecourse debt" shall be allocated to each Partner as provided in the absence of such Required AllocationsTreasury Regulations. The Partners Members understand and agree that, with respect to any item of property (other than cash) contributed (or deemed to be contributed for U.S. federal income tax purposes) by a Partner Member to the capital of the PartnershipLLC, the initial tax basis of such property in the hands of the Partnership LLC will be the same as the tax basis of such property in the hands of such Partner Member at the time so contributed. The Partners Members further understand and agree that the taxable income and taxable loss of the Partnership LLC is to be computed for Federal income tax purposes by reference to the initial tax basis to the Partnership LLC of any assets and properties contributed by the Partners Members (and not by reference to the fair market value of such assets and properties at the time contributed). The Partners Members also understand that, pursuant to Section 704(c) of the Code, all taxable items of income, gain, loss and deduction with respect to such assets and properties shall be allocated among the Partners Members for Federal income tax purposes so as to take account of any difference between the initial tax basis of such assets and properties to the Partnership LLC and their fair market values at the time contributed, using any method authorized by the Income Tax Regulations under Section 704(c) and selected by the General Partner Manager Member, in its sole discretion, subject to its fiduciary duties to the Partners as a whole. For purposes of maintaining the Capital Accounts of the PartnersMembers, items of income, gain, loss and deduction relating to any asset or property contributed to the Partnership LLC that are required to be allocated for tax purposes pursuant to Section 704(c) of the Code shall not be reflected in the Capital Accounts of the PartnersMembers. Without limiting the generality of the foregoing, all deductions with respect to the amortization or depreciation of property contributed to the LLC by a Member shall be allocated to the contributing member for all (state, foreign and Federal) income tax purposes and all deductions with respect to the amortization or depreciation of property purchased out of Operating Cash Flow or Free Cash Flow shall be allocated in accordance with the provisions of Section 4.5(c) hereof.