Profits Interests Sample Clauses
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Profits Interests. (a) Class M Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith.
(b) The Partners agree that the General Partner may make a Safe Harbor Election (if and when the Safe Harbor Election becomes available), on behalf of itself and of all Partners, to have the Safe Harbor apply irrevocably with respect to Class M Units transferred in connection with the performance of services by a Partner in a partner capacity. The Safe Harbor Election (if and when the Safe Harbor Election becomes available) shall be effective as of the date of issuance of such Class M Units. If such election is made, (i) the Partnership and each Partner agree to comply with all requirements of the Safe Harbor with respect to all interests in the Partnership transferred in connection with the performance of services by a Partner in a partner capacity, whether such Partner was admitted as a Partner or as the transferee of a previous Partner, and (ii) the General Partner shall cause the Partnership to comply with all record-keeping requirements and other administrative requirements with respect to the Safe Harbor as shall be required by proposed or final regulations relating thereto.
(c) The Partners agree that if a Safe Harbor Election is made by the General Partner, (A) each Class M Unit issued hereunder with respect to which the Safe Harbor Election is available is a Safe Harbor Interest, (B) each Class M Unit represents a profits interest received for services rendered or to be rendered to or for the benefit of the Partnership by such holder of Class M Units in his, her or its capacity as a Partner or in anticipation of becoming a Partner, and (C) the fair market value of each Class M Unit issued by the Partnership upon receipt by such holder of Class M Units as of the date of issuance is zero (plus the amount, if any, of any Capital Contributions made to the Partnership by such holder of Class M Units in connection with the issuance of such Class M Unit), representing the liquidation value of such interest upon receipt (w...
Profits Interests. The Incentive Units and the LTIP Units are intended to constitute “profits interests” within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, and Revenue Procedure 2001-43, 2001-2 C.B. 191. For any Fiscal Year in which distributions are actually made to holders of the Incentive Units and the LTIP Units, after all other allocations have been made pursuant to this Exhibit E, if necessary to cause the Capital Accounts relating to any Incentive Units or LTIP Units to be equal (immediately before such distributions and so as to avoid negative Capital Accounts) to the amounts distributed to the holders of the Incentive Units and the LTIP Units, items of gross income shall be allocated to the holders of the Incentive Units and the LTIP Units. If there are insufficient items of gross income to be allocated to the holders of the Incentive Units and the LTIP Units, then such distributions shall, to the extent of such excess, be treated as “guaranteed payments” within the meaning of Section 707(c) of the Code.
Profits Interests. The Incentive Units granted under this Agreement are intended to constitute “profits interests” as described in Section 3.04 of the Partnership Agreement and shall be subject to the terms and conditions thereof.
Profits Interests. (a) Each Class B Unit shall be treated as a separate “profits interest” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343 and as a Safe Harbor Interest.
(b) In accordance with Rev. Proc. 2001-43, 2001-2 CB 191, the Partnership shall treat a holder of Class B Units as the owner of such Class B Units from the date such Class B Units are granted, and shall file its Internal Revenue Service Form 1065 (or such successor form), and issue appropriate Schedule K-1s (or such successor schedules) to such holder of Class B Units, allocating to such holder its distributive share of all items of income, gain, loss, deduction and credit associated with such Class B Units as if it were fully vested. Each holder of Class B Units shall take into account such distributive share in computing its federal income tax liability for the entire period during which it holds the Class B Units. Neither the Partnership nor any Partner shall claim a deduction (as wages, compensation or otherwise) for the fair market value of such Class B Units issued to a holder of such Class B Units, either at the time of grant of the Class B Units or at the time the Class B Units becomes substantially vested. The undertakings contained in this Section 18.4(b) shall be construed in accordance with Section 4 of Rev. Proc. 2001-43.
(c) Notwithstanding anything in this Agreement to the contrary, the General Partner is hereby authorized and directed in its sole determination to cause the Partnership to make a Safe Harbor Election with respect to the Class B Units. The Partnership shall make any allocations of items of income, gain, deduction, loss or credit (including forfeiture allocations and elections as to allocation periods) necessary or appropriate to effectuate and maintain the Safe Harbor Election.
(d) Without limitation of any other provision herein, no Transfer of any Class B Units by a holder thereof, to the extent permitted by this Agreement, shall be effective unless prior to such Transfer, the transferee, assignee or intended recipient of such Class B Units shall have agreed in writing to be bound by the provisions of Section 10.2(d) and this Section 18.4, in form satisfactory to the General Partner.
(e) The provisions of this Section 18.4 shall apply regardless of whether or not such holder of a Class B Unit files an election pursuant to Section 83(b) of the Code. General Partner: PREFERRED APARTMENT COMMUNITIES, INC. By: /s/ ▇▇▇▇ ▇. Williams_____________________ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Pres...
Profits Interests. The Class B Units granted under this Agreement are intended to constitute “profits interests” as described in Section 3.06 of the LP Agreement and shall be subject to the terms and conditions thereof.
Profits Interests. (a) The Company and each Member agree to treat each Incentive Member’s Incentive Units (such interest, a “Profits Interest”) as a separate “Profits Interest” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and it is the intention of the Company and the Members that distributions to each Incentive Member (including any additional Incentive Members, if any) pursuant to Section 5.02 be limited to the extent necessary so that the Profits Interest of such Incentive Member qualifies as a “Profits Interest” under Rev. Proc. 93-27, and this Agreement shall be interpreted accordingly. In the event that distributions to a Member pursuant to Section 5.02 are limited as a result of the first sentence of this Section 3.08, the Board of Managers is authorized to adjust future distributions to the Members in whatever manner it reasonably deems appropriate so that, after such adjustments are made, each Member receives, to the maximum extent possible, an amount of distributions equal to the amount of distributions such Member would have received were such sentence not part of this Agreement. Additionally, in accordance with Rev. Proc. 2001-43, 2001-2 CB 191, the Company shall treat a Member holding an Incentive Unit as the owner of such Unit from the date it is granted, and shall file its IRS Form 1065, and issue appropriate Schedule K-1s to such Member, allocating to such Member its distributive share of all items of income, gain, loss, deduction and credit associated with such Profits Interest as if it were fully vested. Each Incentive Member agrees to take into account such distributive share in computing its federal income tax liability for the entire period during which it holds the Profits Interest. The Company and each Member agree not to claim a deduction (as wages, compensation or otherwise) for the fair market value of such Profits Interest issued to an Incentive Member, either at the time of grant of the Profits Interest or at the time the Profits Interest becomes substantially vested. The undertakings contained in this Section 3.08 shall be construed in accordance with Section 4 of Rev. Proc. 2001-43. Each Incentive Member shall be required to file an election pursuant to Section 83(b) of the Code (a “Section 83(b) Election”) with respect to its Incentive Units no later than ten days after receipt of such Incentive Units. The provisions of this Section 3.08 shall apply regardless of whether or not an Incentive Member files a Section 83(b) Election with...
Profits Interests. Each Person receiving Incentive Units shall make a timely election under Section 83(b) of the Code with respect to such Units upon their issuance, in a manner reasonably prescribed by the Company. The Company and each Person receiving Incentive Units hereby acknowledges and agrees that each Person’s Incentive Units, as the case may be, and the rights and privileges associated with such Units, collectively are intended to constitute a “profits interest” in the Company within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, or any successor Internal Revenue Service or Treasury Department regulation or other pronouncement applicable at the date of issuance of such Incentive Units, as the case may be. For so long as Revenue Procedure 2001-43, 2001-2 C.B. 343, is effective, the Company and each Person who receives Incentive Units, as the case may be, hereby agrees (i) that all such Persons will be treated as Unitholders and as partners for federal income tax purposes immediately upon issuance of such Units and (ii) to comply with the provisions of Revenue Procedure 2001-43, and neither the Company nor any such Person shall perform any act or take any position inconsistent with the application of Revenue Procedure 2001-43.
Profits Interests. 3.8.1 From and after the Effective Date, with the prior approval of the Board, the Company may from time to time issue Management Incentive Units from and to the extent of the Management Pool. The Management Incentive Units are intended to constitute “profits interests” within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, as clarified by Revenue Procedure 2001-43, 2001-2 C.B. 191. The Management Incentive Units are interests solely in profits and shall have Capital Accounts associated therewith on the date of issuance of zero dollars and shall not at any time receive any distribution that would cause the Capital Account associated therewith to have a negative value. In accordance with the foregoing, it is intended that at the time of grant of any Management Incentive Units that there shall be no liquidation value attributable thereto. In order to eliminate any liquidation value of any Management Incentive Unit at the time of its grant, the Board shall establish a “participation threshold” amount for such Management Incentive Unit which shall be an amount that is not less than the Board-determined aggregate valuation for the Company as of the date such Management Incentive Unit is granted (each, a “Participation Threshold”). Such valuation shall be an amount not less than the amount that would be distributed in respect of all Units, if, immediately after the Management Incentive Unit is issued, the Company were to liquidate completely and in connection with such liquidation (i) sell all of its assets at their fair market values, (ii) settle all of its liabilities at their fair market values to the extent of the available assets of the Company, (iii) each Member were to pay to the Company at that time the amount of any obligation then unconditionally due to the Company, and (iv) the Company were to distribute any remaining cash and other proceeds to the Members in accordance with the distribution provisions of Section 8.5.1; provided, however, that the Participation Threshold shall not be less than zero dollars. As of the Effective Date, the Participation Threshold for each of the then outstanding Management Incentive Units is set forth in Schedule A to Exhibit A. The Board may equitably adjust the Participation Thresholds of the outstanding Management Incentive Units to the extent the Board determines necessary or appropriate to preserve the economic rights represented by the Management Incentive Units. Notwithstanding anything to the contrary in...
Profits Interests. (a) The Company and each Member agree to treat each Member’s Class B Interest (each such interest, a “Profits Interest”) as a separate “profits interest” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343. Notwithstanding anything to the contrary herein, distributions to each Class B Member pursuant to Section 5.2 shall be limited to the extent necessary so that the Profits Interest of such Class B Member qualifies as a “profits interest” under Rev. Proc. 93-27, and this Agreement shall be interpreted accordingly. In accordance with Rev. Proc. 2001-43, 2001-2 C.B. 191, the Company shall treat a Member holding a Profits Interest as the owner of such Profits Interest from the date it is granted, and shall file its IRS Form 1065, and issue an appropriate Schedule K-1 to such Member allocating to such Member its distributive share of all items of income, gain, loss, deduction and credit associated with such Profits Interest as if it were fully vested. Each Class B Member agrees to take into account such distributive share in computing its federal income tax liability for the entire period during which it holds the Profits Interest. The Company and each Member agree not to claim a deduction (as wages, compensation or otherwise) for the fair market value of such Profits Interest issued to a Class B Member, either at the time of grant of the Profits Interest or at the time the Profits Interest becomes substantially vested. The undertakings contained in this Section 3.4(a) shall be construed in accordance with Section 4 of Rev. Proc. 2001-
Profits Interests. All Members consent to the making of any election by the Company necessary to cause the Profits Units to be treated as Profits Interests for all federal income tax purposes. Unless otherwise determined by the Board, it shall be a condition subsequent to any Person’s receipt of any Profits Unit (if subject to vesting) that such Person makes an election under Section 83(b) of the Code within thirty (30) days of the receipt of such Profits Unit.