Common use of Other Allocation Rules Clause in Contracts

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article IV and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article IV in reporting their share of Company income and loss for income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 3.4 and the allocations set forth in Section 4.1, Section 4.2, and Section 4.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines that the application of the provisions in Section 3.4, Section 4.1, Section 4.2, or Section 4.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with a method determined by the Managing Member and permissible under Section 706 of the Code and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member unless otherwise determined by the Managing Member.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article IV and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members Section 10.2(a) and hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) in reporting their share shares of Company income and loss for income tax purposes. (b) The provisions regarding , unless otherwise required by law or the establishment and maintenance for each Member of a Capital Account as provided by Section 3.4 and the allocations set forth in Section 4.1, Section 4.2, and Section 4.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines that the application of the provisions in Section 3.4, Section 4.1, Section 4.2, or Section 4.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisionsIRS. (c) All items The Company shall not report any portion of income, gain, loss, deduction and credit allocable to an interest in the Facility Debt as “recourse” debt for purposes of Code Section 752 or as Member Nonrecourse Debt. The Company shall allocate 100% of the “excess” Nonrecourse Liabilities of the Company that may have been Transferred shall be allocated between the Transferor and the Transferee for purposes of Treasury Regulation Section 1.752-3(a)(3) in accordance with a method determined by how the Managing Member and permissible Base Case Model sets forth that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the allocations required under Section 706 of the Code and the Treasury Regulations thereunder4.5 above. (d) The Members’ proportionate shares of To the “excess nonrecourse liabilities” of the Company, within the meaning of extent permitted by Treasury Regulations Regulation Section 1.7521.704-3(a)(32(h)(3), the Managing Member shall be allocated endeavor to treat distributions of Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the Members on a pro rata basis, in accordance with the number of Units owned by each Member unless otherwise determined by the Managing extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Member.

Other Allocation Rules. (a) The Members are aware of the income tax consequences of the allocations made by this Article IV V and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article IV V in reporting their share of Company income and loss for income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 3.4 4.5 and the allocations set forth in Section 4.1Sections 5.1, Section 4.2, 5.2 and Section 4.3 5.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines determines, in its sole discretion, that the application of the provisions in Section 3.44.5, Section 4.15.1, Section 4.2, 5.2 or Section 4.3 5.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with a method determined by the Managing Member and permissible under Code Section 706 of the Code and the Treasury Regulations thereunder. (d) The Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member. (e) The Managing Member unless otherwise determined shall amend this Article V from time to time to reflect the allocation of Profit and Loss in connection with priority distributions on any preferred units or other Equity Securities that may be issued by the Company (other than Units). (f) The Managing Member may amend or interpret the provisions of this Article V as, in the Managing Member’s reasonable discretion, may be necessary or appropriate to comply with the applicable Treasury Regulations or other legal requirements and to properly reflect the economic intent of this Agreement.

Other Allocation Rules. (a) The allocation provisions set forth in this Article 7 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 Treasury Regulations. (b) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Tax Matters Member using any permissible method under Section 706 of the Code and the Treasury Regulations promulgated thereunder. (c) If the Percentage Interest of any one or more Members changes during the Fiscal Year, all Company items of income, gain, loss, deduction and credit shall be allocated among the Members for such Fiscal Year in a reasonable manner, as determined by the Tax Matters Member, that takes into account the varying Percentage Interests of the Members in the Company during such Fiscal Year in accordance with Section 706 of the Code. (d) The Members are aware of the income tax consequences of the allocations made by this Article IV Agreement and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article IV Agreement in reporting their share shares of Company income and loss for income tax purposes. (be) The provisions regarding For the establishment and maintenance avoidance of doubt, for each Member purposes of determining a Capital Account as provided by Section 3.4 and the allocations set forth in Section 4.1, Section 4.2, and Section 4.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines that the application of the provisions in Section 3.4, Section 4.1, Section 4.2, or Section 4.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All items of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with a method determined by the Managing Member and permissible under Section 706 of the Code and the Treasury Regulations thereunder. (d) The Members’ Member’s proportionate shares share of the “excess nonrecourse liabilities” of the Company, Company (within the meaning of Treasury Regulations Section 1.752-3(a)(3)), shall be allocated the Members’ interests in Company profits are in proportion to the Members on a pro rata basis, in accordance with the number of Units owned by each Member unless otherwise determined by the Managing Membertheir Percentage Interests.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article IV and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members Section 10.2(a) and hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) in reporting their share shares of Company income and loss for income tax purposes. (b) The provisions regarding , unless otherwise required by law or the establishment and maintenance for each Member of a Capital Account as provided by Section 3.4 and the allocations set forth in Section 4.1, Section 4.2, and Section 4.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines that the application of the provisions in Section 3.4, Section 4.1, Section 4.2, or Section 4.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisionsIRS. (c) All items The Company shall not report any portion of income, gain, loss, deduction and credit the Facility Debt as “recourse” debt for purposes of Code Section 752 or as Member Nonrecourse Debt allocable to an interest in the Class B Member. The Company shall allocate 100% of the “excess” Nonrecourse Liabilities of the Company that may have been Transferred shall be allocated between the Transferor and the Transferee for purposes of Treasury Regulation Section 1.752-3(a)(3) in accordance with a method determined by how the Managing Member and permissible Base Case Model sets forth that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the allocations required under Section 706 of 4.5 above (provided that such ratio shall be neither greater than 99.0% nor less than 4.95% for the Code and the Treasury Regulations thereunderClass A Members in any Fiscal Year). (d) To the extent permitted by Treasury Regulation Section 1.704-2(h)(3), the Managing Member shall endeavor to treat distributions of Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase a negative Adjusted Capital Account (after taking into account the adjustments under Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) for any Member. (e) The Members’ proportionate shares of Members acknowledge and agree that, for federal and state income tax purposes, the “excess nonrecourse liabilities” of Company shall report (in a manner consistent with the Company, within Base Case Model) (i) electrical production as tangible property produced by the meaning Company for purposes of Treasury Regulations Section 1.752-3(a)(31.263A-1(a)(3)(ii), including the required capitalization into the cost of goods sold of cost recovery deductions pursuant to Treasury Regulations Section 1.263A-1(a)(3)(ii)(I), and (ii) that each Power Purchase Agreement is a service contract under Code section 7701(e), and the Company shall be allocated to prepare the Members on federal income tax returns and its applicable state income tax returns in a pro rata basis, in accordance manner consistent with the number of Units owned by each Member unless otherwise determined by the Managing Membersuch treatment.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunder. (b) The Members are aware of the income tax consequences of the allocations made by this Article IV and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members Section 10.2(a) and hereby agree to be bound by the provisions of this Article IV and Section 10.2(a) in reporting their share shares of Company income and loss for income tax purposes. (b) The provisions regarding , unless otherwise required by law or the establishment and maintenance for each Member of a Capital Account as provided by Section 3.4 and the allocations set forth in Section 4.1, Section 4.2, and Section 4.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines that the application of the provisions in Section 3.4, Section 4.1, Section 4.2, or Section 4.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisionsIRS. (c) All items The Company shall not report any portion of income, gain, loss, deduction and credit the Facility Debt as “recourse” debt for purposes of Code Section 752 or as Member Nonrecourse Debt allocable to an interest in the Class B Member. The Company shall allocate 100% of the “excess” Nonrecourse Liabilities of the Company that may have been Transferred shall be allocated between the Transferor and the Transferee for purposes of Treasury Regulation Section 1.752-3(a)(3) in accordance with a method determined by how the Managing Member and permissible Base Case Model sets forth that the deductions attributable to such remaining Nonrecourse Liabilities will be allocated among the Members, taking into account the allocations required under Section 706 of 4.5 above (provided that such ratio shall be neither greater than 99.0% nor less than 4.95% for the Code and the Treasury Regulations thereunderClass A Members in any Fiscal Year). (d) To the extent permitted by Treasury Regulation Section 1.704-2(h)(3), the Managing Member shall endeavor to treat distributions of Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase a negative Adjusted Capital Account (after taking into account the adjustments provided in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) for any Member. (e) The Members’ proportionate shares of Members acknowledge and agree that, for federal and state income tax purposes, the “excess nonrecourse liabilities” of Company shall report (in a manner consistent with the Company, within Base Case Model) (i) electrical production as tangible property produced by the meaning Company for purposes of Treasury Regulations Section 1.752-3(a)(31.263A-1(a)(3)(ii), including the required capitalization into the cost of goods sold of cost recovery deductions pursuant to Treasury Regulations Section 1.263A-1(a)(3)(ii)(I), and (ii) that each Power Purchase Agreement is a service contract under Code section 7701(e), and the Company shall be allocated to prepare the Members on federal income tax returns and its applicable state income tax returns in a pro rata basis, in accordance manner consistent with the number of Units owned by each Member unless otherwise determined by the Managing Membersuch treatment.

Other Allocation Rules. (a) The Members are aware of In the income tax consequences of event a Member Transfers its Membership Interest during a Tax Year, the allocations made by this Article IV and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article IV in reporting their share allocation of Company items of income and loss allocated to such Member and its transferee for income tax purposessuch Tax Year will be made between such Member and its transferee in accordance with Section 706 of the Code using any convention permitted by such Section 706 of the Code and selected by the Managing Member. (b) The provisions regarding Members agree that excess Nonrecourse Liabilities of the establishment Company allocated to the Members under Treasury Regulation Section 1.752-3(a)(3) will be allocated in accordance with their respective shares of income and maintenance for each Member of a Capital Account as provided loss under Section 5.1(a). The allocations required by Section 3.4 and the allocations set forth in Section 4.1, Section 4.2, and Section 4.3 this subsection (b) are intended to comply with the requirements of Treasury Regulations Regulation Section 1.752-3(a)(3) and to reflect the intended economic entitlement of the Members. If the Managing Member determines that the application of the provisions in Section 3.4, Section 4.1, Section 4.2, or Section 4.3 would result in nonRevenue Ruling 95-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions41. (c) All items To the extent permitted by Treasury Regulation Section 1.704-2(h)(3) and 1.704-2(i)(6), the Members will endeavor to treat distributions of income, gain, loss, deduction and credit allocable Distributable Cash as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to an interest the extent such distribution would cause or increase a deficit in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with a method determined by the Managing Member and permissible under Section 706 of the Code and the Treasury Regulations thereunderAdjusted Capital Account for any member. (d) The Members’ proportionate shares Unless otherwise required by applicable law, the Company shall not treat any portion of the Existing Indebtedness as “excess nonrecourse liabilitiesrecourse” debt for purposes of Section 752 of the CompanyCode or Treasury Regulation Section 1.704-2 as a result of the obligation of any Member to make contributions of cash to the Company under Article IV of this Agreement. (e) For the avoidance of doubt, within income and interest accrued on the meaning Existing Indebtedness prior to the Closing Date and cash from the operation of Treasury Regulations Section 1.752-3(a)(3), the Projects prior to the Closing Date (including cash trapped in any reserve account) shall be allocated for the sole account of the Class A Member and shall not be subject to the Members on a pro rata basis, allocation provisions set forth in accordance with this Article V or the number of Units owned by each Member unless otherwise determined by the Managing Memberdistribution provisions set forth in Article VI.

Other Allocation Rules. (a) Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as such Members share Profits or Losses pursuant to Section 6.1 for the fiscal year. (b) The Members are aware of the income tax consequences of the allocations made by this Article IV VI and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article IV VI in reporting their share of Company income and loss for income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 3.4 and the allocations set forth in Section 4.1, Section 4.2, and Section 4.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines that the application of the provisions in Section 3.4, Section 4.1, Section 4.2, or Section 4.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All items Solely for purposes of income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee in accordance with determining a method determined by the Managing Member and permissible under Section 706 of the Code and the Treasury Regulations thereunder. (d) The Members’ Member’s proportionate shares share of the “excess nonrecourse liabilities” of the Company, Company within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Members’ interests in Company profits are in the same proportions as they share Profits pursuant to Section 6.1 for the fiscal year. (d) To the extent permitted by Sections 1.704-2(h) and 1.704-2(i)(6) of the Regulations, the Board of Managers shall endeavor to treat distributions of Available Cash or Net Cash from Sales or Refinancings as having been made from the proceeds of a Nonrecourse Liability or a Member Loan Nonrecourse Debt, only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Member. (e) Notwithstanding anything to the contrary contained herein, items of income, gain, loss and deduction with respect to property, other than cash, contributed to the Company by a Member shall be allocated among the Members so as to take into account the variation between the basis of the property to the Members on a pro rata basis, Company and its fair market value at the time of contribution as provided in accordance with Section 704(c) of the number of Units owned by each Member unless otherwise determined by the Managing MemberCode and Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

Other Allocation Rules. (ai) The Members are aware of the income tax consequences of the allocations made by this Article IV Profits, Losses and the economic impact of the allocations on the amounts receivable by them under this Agreement. The Members hereby agree to be bound by the provisions of this Article IV in reporting their share of Company income and loss for income tax purposes. (b) The provisions regarding the establishment and maintenance for each Member of a Capital Account as provided by Section 3.4 and the allocations set forth in Section 4.1, Section 4.2, and Section 4.3 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Members. If the Managing Member determines that the application of the provisions in Section 3.4, Section 4.1, Section 4.2, or Section 4.3 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic entitlement of the Members, the Managing Member is authorized to make any appropriate adjustments to such provisions. (c) All other items of income, gain, loss, loss or deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between to the Transferor Unit Holders pursuant to this Article VII as of the last day of each Fiscal Year; provided, however, that Profits, Losses and such other items shall also be allocated at such times as are required by Section 13.4 hereof and at such other times as the Transferee Gross Asset Values of Company assets are adjusted pursuant to Paragraph (ii) of the definition of "Gross Asset Value" contained in accordance with Section 1.1 hereof. (ii) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a method daily, monthly or other basis, as determined by the Managing Member and Manager (except to the extent otherwise provided in Section 13.4 hereof) using any method that is permissible under Section ss. 706 of the Code and the Treasury Regulations thereunder. (diii) The Members’ proportionate Members are aware of the income-tax consequences of the allocations made by this Article VII and hereby agree to be bound by the provisions of this Article VII in reporting their shares of Company income and loss for income-tax purposes, except as otherwise required by law. (iv) Solely for the “purpose of determining a Unit Holder's proportionate share of the "excess nonrecourse liabilities” " of the Company, Company within the meaning of Treasury Regulations Section Regulation ss. 1.752-3(a)(3), the interests in Company profits of the Unit Holders are in proportion to their respective Percentage Interests. (v) To the extent permitted by Treasury Regulation ss. 1.704-2(h)(3), the Manager shall be allocated endeavor to treat distributions of Net Available Cash as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the Members on a pro rata basis, in accordance with the number of Units owned by each Member unless otherwise determined by the Managing Memberextent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Unit Holder.