Special Allocations to Capital Accounts. Notwithstanding Section 9.1 hereof:
Special Allocations to Capital Accounts. The special allocations set forth in Exhibit A are hereby incorporated into this Agreement. The Partners intend for the Partnership’s allocations of income, gains, losses, deductions, and credits to comply with the provisions set forth in Code Section 704 and the corresponding Regulations. Accordingly, the Partners agree that, notwithstanding any other provision of this Agreement, the General Partner may revise such allocations to the extent that the General Partner, in its discretion, determines that such revision is necessary or desirable for the Partnership’s allocations to comply with the Code and Regulations.
Special Allocations to Capital Accounts. (a) Notwithstanding anything to the contrary contained in this Article 6, if there is a net decrease in Company Minimum Gain or in any Member Minimum Gain during any taxable year or other period, prior to any other allocation pursuant hereto, such Member shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2.
Special Allocations to Capital Accounts. The Capital Accounts of the Members are to be maintained in accordance with the Code and the Treasury Regulations, including without limitation the alternative test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and the minimum gain chargeback provisions of Section 1.704-2 of the Treasury Regulations. Nothing in this Agreement is intended to create a deficit restoration obligation or otherwise impose personal liability on a Member for a deficit in its Capital Account. Without limiting the generality of the foregoing:
Special Allocations to Capital Accounts. Notwithstanding Section 9.1 of this Agreement, the following special allocations shall be made in the following order:
Special Allocations to Capital Accounts. No allocations of loss, deduction, and/or expenditures described in IRC 705(a)(2)(B) shall be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction, and/or IRC 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account shall instead be charged to the Capital Account of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to section 9.01 above.
Special Allocations to Capital Accounts. The special allocations set forth below shall supercede the allocations of Profits and Losses under section 9.01 hereof.
Special Allocations to Capital Accounts. No allocations of --------------------------------------- loss, deduction, or expenditures described in Code Section 705(a)(2)(B) shall be charged to the Capital Account of any Unitholder if such allocation would cause such Unitholder to have a Deficit Capital Account. The amount of the loss, deduction, or Code Section 705(a)(2)(B) expenditure which would have caused a Unitholder to have a Deficit Capital Account shall instead be charged to the Capital Account of any Unitholders who would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Unitholders exist, then to the Unitholders in accordance with their interests in Company profits pursuant to Section 9.1 above.
Special Allocations to Capital Accounts. The allocations of Net Profits and Net Losses of the Company made pursuant to Section 10.1 shall be subject to the following special allocations:
Special Allocations to Capital Accounts. References in this Agreement to "Reg. Sec." are to the regulations promulgated by the United States Treasury to the Code. The terms "minimum gain", "minimum gain chargeback", "qualified income offset", "nonrecourse deduction" and "nonrecourse liability" are to be interpreted consistent with the definitions and use of such terms in Reg. Sec. 1.704-2
