Pursuant to Treas. Reg. § 1.704-2(i)(1), deductions attributable to “partner nonrecourse liability” shall be allocated to the Member that bears the economic risk of loss for such liability (or is treated as bearing such risk).
Pursuant to Treas. Reg. § 1.752-3(a)(3), solely for purposes of determining each Member’s proportionate share of the “excess nonrecourse liabilities” of the Company (as defined in Treas. Reg. § 1.752-3(a)(3)), the Members’ respective interests in Company profits shall be determined under any permissible method reasonably determined by the Managing Member; provided, however, that each Member who has contributed property to the Company shall be allocated, to the extent possible, a share of “excess nonrecourse liabilities” of the Company which results in such Member being allocated nonrecourse liabilities in an amount which is at least equal to the amount of income required to be allocated to such Member pursuant to Section 704(c) of the Code and the Treasury Regulations promulgated thereunder (the “Liability Shortfall”). If there is an insufficient amount of nonrecourse liabilities to be able to allocate to each Member nonrecourse liabilities equal to the Liability Shortfall, nonrecourse liabilities shall be allocated to each Member in pro rata in accordance with each such Member’s Liability Shortfall.
Pursuant to Treas. Reg. Section 301.7701-1(a)(4), following the contribution of DAS to Delphi, DAS will be treated as a division of Delphi for Federal Income Tax purposes.
Pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(b), each Member's Capital Account (a) shall be increased by (i) the Capital Contributions of that Member to the Company, (ii) the Tax Book Value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Code Section 752), and (iii) allocations to that Member of Company income and gain (or items thereof) pursuant to Article 5, including income and gain exempt from tax and income and gain described in Treas. Reg.
Pursuant to Treas. Reg. Section 1.708-1(b)(1)(iv), the Partnership for federal income tax purposes shall be deemed to have contributed all of its property and liabilities to a new partnership in exchange for a partnership interest in such new partnership pursuant to Treas. Reg. Section 1.708-1(b)(1)(iv). Immediately thereafter, the Partnership for federal income tax purposes shall be deemed to have distributed the interests in the new partnership to the Partners in proportion to their interests as if the Partnership were liquidated.
Pursuant to Treas. Reg. (S) 1.752-3(a)(3), the Members' interests in LLC profits shall be the Percentage interests of the Members.
Pursuant to Treas. Reg. Section 301.7701-1(a)(4), following its formation DAS will be treated as a division of GM for Federal Income Tax purposes. On or about January 1, 1999, GM will contribute to DAS all of Delphi's U.S. assets, including the stock of Delco.
Pursuant to Treas. Reg. § 1.1502-76(b)(1)(ii)(B), Ford and the Buyer agree that deductions arising on the Closing Date in connection with the Exchange Offer and other transactions the expense of which is economically borne by Buyer shall be allocated to the U. S. federal (and, if applicable, state and local) Tax period of the Group beginning the day after the Closing Date.
Pursuant to Treas. Reg. § 1.1502-6 or comparable provisions of state, local or foreign tax law) and including any Liability for taxes as a transferee or successor, by contract or otherwise.
Pursuant to Treas. Reg. 1.1273, the original issue discount on the Notes shall be considered to be zero. The foregoing agreement shall be applicable for all United States federal, state and local tax purposes of the Company and you.
