Limitation on Losses and Deductions. No items of loss or deduction may be allocated to any Member to the extent the allocation would result in or increase an Adjusted Capital Account Deficit at the end of any Taxable Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of items of loss or deduction, this limitation shall be applied on a Member-by-Member basis and items of loss or deduction not allocable to any Member as a result of such limitation shall be allocated to the other Members in the manner otherwise required pursuant to Section 4.2 and Section 12.2(a)(iv) to the extent such other Members may be allocated such items of loss or deduction without producing an Adjusted Capital Account Deficit.
Limitation on Losses and Deductions. The aggregate amount of losses and de- ductions taken into account by a shareholder under paragraph (b)(1) of this section cannot exceed the adjusted basis of the shareholder’s stock in the corporation determined at the close of the last day of the post-termination transition period. For this purpose, the adjusted basis of a shareholder’s stock in the corporation is determined at the close of the last day of the post-termi- nation transition period without re- gard to any reduction required under paragraph (b)(4) of this section. If a shareholder disposes of a share of stock prior to the close of the last day of the post-termination transition period, the adjusted basis of that share is its basis as of the close of the day of disposition. Any losses and deductions in excess of a shareholder’s adjusted stock basis are permanently disallowed. For purposes of section 1366(d)(3)(B) and this para- graph (b)(2), the basis of stock in a cor- poration acquired by gift is the basis of the stock that is used for purposes of determining loss under section 1015(a).
Limitation on Losses and Deductions. No items of loss or deduction may be allocated to any Member to the extent the allocation would result in or increase an Adjusted Capital Account Deficit at the end of any Taxable Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of items of loss or deduction, this limitation shall be applied on a Member-by-Member basis and items of loss or deduction not allocable to any Member as a result of such limitation shall be allocated to the other Members in the manner otherwise required pursuant to Section 4.2 and Section 12.2(a)(iv) to the extent such other Members may be allocated such items of loss or deduction without producing an Adjusted Capital Account Deficit. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
Limitation on Losses and Deductions. The losses and deductions allocated to any Partner with respect to any fiscal year shall not exceed the maximum amount of losses and deductions that can be allocated without causing such Partner to have a deficit in its adjusted capital account at the end of such fiscal year. All losses and deductions in excess of the limitation set forth in the preceding sentence shall be allocated (i) first on a Partner by Partner basis so as to allocate the maximum permissible losses and deductions to each Partner under Treasury Regulations ss.1.704-1(b)(2)(ii)(d), and (ii) second, any remaining losses and deductions shall be allocated to the Partners pro rata in accordance with their Sharing Ratios.
