Common use of Other Allocation Rules Clause in Contracts

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 by the Board using any permissible method under Code Section 706 and the Regulations under Code Section 706. (b) If additional Units are issued pursuant to Section 3.2(c) of the Agreement during a Fiscal Year, the Profits, Losses and other items allocated with respect to the Class of Units issued for that Fiscal Year will be allocated among the Unitholders of that Class in a manner that takes into account their varying interests in the Company during the Fiscal Year using any permissible methods under Code Section 706 and the Regulations under Code Section 706 and any conventions permitted by law as may be specified in the terms governing the issuance of the Units or, if not specified, as directed by the Board. (c) The Unitholders agree to be bound by the provisions of this Article III in reporting their shares of Company income and loss for income tax purposes. (d) Solely for purposes of determining a Unitholder’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations, Section 1.752-3(a) (3), the Unitholders’ aggregate interests in Company profits shall be deemed to be as provided in the capital accounts. (e) To the extent permitted by Regulations, Section 1.704-2(h) (3), the Unitholders shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Unitholder Nonrecourse Debt only to the extent that the Distributions would cause or increase an Adjusted Capital Account Deficit for any Unitholder.

Other Allocation Rules. (a) For purposes The Members are aware of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined income tax consequences of the allocations made by the Board using any permissible method under Code Section 706 this Article IV and the Regulations under Code Section 706. (b) If additional Units are issued pursuant to Section 3.2(c) economic impact of the Agreement during a Fiscal Year, allocations on the Profits, Losses and other items allocated with respect to the Class of Units issued for that Fiscal Year will be allocated among the Unitholders of that Class in a manner that takes into account their varying interests in the Company during the Fiscal Year using any permissible methods amounts receivable by them under Code Section 706 and the Regulations under Code Section 706 and any conventions permitted by law as may be specified in the terms governing the issuance of the Units or, if not specified, as directed by the Board. (c) this Agreement. The Unitholders Members hereby agree to be bound by the provisions of this Article III IV in reporting their shares 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) Solely for purposes of determining a Unitholder’s The Members’ proportionate share shares of the “excess nonrecourse liabilities” of the Company Company, within the meaning of Regulations, Treasury Regulations Section 1.752-3(a) (33(a)(3), the Unitholders’ aggregate interests in Company profits shall be deemed to be as provided in the capital accounts. (e) To the extent permitted by Regulations, Section 1.704-2(h) (3), the Unitholders shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Unitholder Nonrecourse Debt only allocated to the extent that Members on a pro rata basis, in accordance with the Distributions would cause or increase an Adjusted Capital Account Deficit for any Unitholdernumber of Units owned by each Member unless otherwise determined by the Managing Member.

Other Allocation Rules. (a) For purposes of determining the Profits, Losses, Profits and Losses or any other items allocable to any period, Profits, Losses, and any other such other items shall be determined on a monthly or other basis, as determined by the Board Company using any method permissible method under Code Section 706 and the Regulations under Code Section 706thereunder. (b) If additional Units The Members are issued pursuant to Section 3.2(c) aware of the Agreement during a Fiscal Year, the Profits, Losses and other items allocated with respect to the Class of Units issued for that Fiscal Year will be allocated among the Unitholders of that Class in a manner that takes into account their varying interests in the Company during the Fiscal Year using any permissible methods under Code Section 706 and the Regulations under Code Section 706 and any conventions permitted by law as may be specified in the terms governing the issuance income tax consequences of the Units or, if not specified, as directed allocations made by the Board. (c) The Unitholders this Article 4 and hereby agree to be bound by the provisions of this Article III 4 in reporting their shares of Company income and loss for income tax purposes. (dc) Solely for purposes of determining a UnitholderMember’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations, Regulations Section 1.752-3(a) (33(a)(3), the Unitholders’ aggregate Member’s interests in Company profits shall be deemed are in proportion to be as provided in the capital accountstheir Percentage Interests. (ed) To the extent permitted by Regulations, Section 1.704-2(h2(h)(3) (3)of the Regulations, the Unitholders Manager shall endeavor to treat Distributions distributions as having been made from the proceeds of a Nonrecourse Liability or a Unitholder Member Nonrecourse Debt only to the extent that the Distributions such distributions would cause or increase an Adjusted Capital Account Deficit for any UnitholderMember. (e) To the extent the Tax Matters Member determines, in consultation with the Company’s tax advisors, that any distribution pursuant to Article 5 to a Member hereunder (or portion of such distribution) would more properly be characterized as a payment described in Code Section 707(a) or 707(c), such payment may be so characterized in the Company’s tax filings, and in such event, shall be taken into account for federal income tax purposes as an expense of the Company, and not as an allocation of income to a Member affecting such Member’s Capital Account.

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 by the Board using any permissible method under Code Section 706 and the Regulations under Code Section 706. (b) If additional Units are issued pursuant to Section 3.2(c) of the Agreement during a Fiscal Year, the Profits, Losses and other items allocated with respect to the Class of Units issued for that Fiscal Year will be allocated among the Unitholders of that Class in a manner that takes into account their varying interests in the Company during the Fiscal Year using any permissible methods under Code Section 706 and the Regulations under Code Section 706 and any conventions permitted by law as may be specified in the terms governing the issuance of the Units or, if not specified, as directed by the Board. (c) The Unitholders agree to be bound by the provisions of this Article III in reporting their shares of Company income and loss for income tax purposes. (d) Solely for purposes of determining a Unitholder’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations, Section 1.752-3(a) (33(a)(3), the Unitholders’ aggregate interests in Company profits shall be deemed to be as provided in the capital accounts. (e) To the extent permitted by Regulations, Section 1.704-2(h) (3), the Unitholders shall endeavor to treat Distributions as having been made from the proceeds of a Nonrecourse Liability or a Unitholder Nonrecourse Debt only to the extent that the Distributions would cause or increase an Adjusted Capital Account Deficit for any Unitholder.