Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period: (i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii). (iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement. (v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests. (vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 4 contracts
Sources: Operating Agreement (Evolent Health, Inc.), Operating Agreement (Evolent Health, Inc.), Limited Liability Company Agreement (Health Insurance Innovations, Inc.)
Special Allocations. (a) Notwithstanding any other provision provisions of this AgreementSection 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each Fiscal Year or other taxable period:
(i) Notwithstanding any other provision of this Section 6.046.1, if there is a net decrease in Company Minimum Gain attributable to a Series during any taxable periodyear, each Member Partner of such Series shall be allocated items of Company income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(2) and (jj)(2)(i). For purposes of this Section 6.046.1(b), each MemberPartner’s Adjusted Capital Account balance for such Series shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1 with respect to such taxable periodyear. This Section 6.04(a)(i6.1(b)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(iSection 6.1(b)(i) above), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable periodyear, any Member Partner with a share of Member such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Company income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and (j)(2j)(2)(ii). For purposes of this Section 6.046.1(b), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a)6.1, other than Section 6.04(a)(i6.1(b)(i) above, with respect to such taxable periodyear. This Section 6.04(a)(ii6.1(b)(ii) is intended to comply with the Member partner nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i6.1(b)(i) and 6.04(a)(ii6.1(b)(ii) above, in the event any Member Partner unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treas. Reg. §Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) attributable to a Series, items of Company income and gain of such Series shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury RegulationsRegulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustmentsadjustment, allocations allocation or distributions distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 6.04(a)(ii)shall be interpreted consistently therewith.
(iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii):
(A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years;
(B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years;
(C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and
(D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years.
(v) In the event any Member Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable periodyear, such Member Partner shall be specially allocated items of Company gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv6.1(b)(v) shall be made only if and to the extent that such Member Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.04(a6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.04(a)(iv6.1(b)(v) were not in this Agreement.
(vvi) Nonrecourse Deductions attributable to a Series for any taxable period year shall be allocated to the Members Partners of such Series in accordance with their Percentage InterestsInterests for such Series.
(vivii) Member Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable period year shall be allocated 100% to the Member Partner that bears the Economic Risk of Loss with respect to the Member Partner Nonrecourse Debt to which such Member Partner Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Treasury Regulation Section 1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member Partner bears the Economic Risk of Loss with respect to a Member Partner Nonrecourse Debt, Member Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Members Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.
(viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.
Appears in 4 contracts
Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp), Limited Partnership Agreement (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if If there is a net decrease in Company Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable periodyear, each Member the Partners shall be specially allocated items of Company Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) in the manner an amount equal to their respective shares of such net decrease during such year, determined pursuant to Regulations Sections 1.704-2(g) and amounts provided 1.704-2(i)(5). The items to be so allocated shall be determined in Treas. Reg. §accordance with Regulations Section 1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i7.3(a) is intended to comply with the partnership minimum gain chargeback requirement requirements in Treas. Reg. §1.704-2(f) such Sections of the Regulations and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Regulations Sections 1.704-2(f) and 1.704-2(i)(4).
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during If any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member Partner unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. §Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company Partnership income and gain shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, eliminate the deficit balance, if any, balance in its such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as quickly promptly as possible unless such deficit balance is otherwise eliminated possible; provided, that an allocation pursuant to Sections 6.04(a)(ithis Section 7.3(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article VII have been tentatively made as if this Section 7.3(b) were not in this Agreement. This Section 7.3(b) is intended to comply with the “qualified income offset” requirement of the Code and 6.04(a)(ii)shall be interpreted consistently therewith.
(ivc) In the event If any Member Partner has a deficit balance in its Adjusted Capital Account at the end of any taxable periodFiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Member Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Company gross Partnership income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv7.3(c) shall be made only if and to the extent that such Member a Partner would have a deficit balance in its Adjusted Capital Account in excess of such sum after all other allocations provided for in this Section 6.04(a) Article VII have been tentatively made as if Section 7.3(b) and this Section 6.04(a)(iv7.3(c) were not in this Agreement.
(vd) Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Percentage Interests.
(e) Partner Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that Partner who bears the Economic Risk economic risk of Loss loss with respect to the Member Nonrecourse Debt liability to which such Member Partner Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Regulations Section 1.704-2(i2(j).
(f) Any special allocations of income or gain pursuant to Sections 7.3(b) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto 7.3(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 7.1 and 7.2 and this Section 7.3(f), so that the net amount of any items so allocated between and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 7.3(b) or among such Members in accordance with the ratios in which they share such Economic Risk of Loss7.3(c) had not occurred.
Appears in 4 contracts
Sources: Texas Limited Partnership Agreement (HFF, Inc.), Limited Partnership Agreement (HFF, Inc.), Limited Partnership Agreement (HFF, Inc.)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if If there is a net decrease in Company Minimum Gain during any taxable periodAllocation Year, each Member shall be allocated items of Company income and gain for such period Allocation Year (and, if necessary, subsequent periodsAllocation Years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable periodsuccessor provision. This Section 6.04(a)(i8.03(a) is intended to comply with the partnership minimum gain Company Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(iib) Notwithstanding the other provisions of this Except as provided in Treasury Regulation Section 6.04 (other than 6.04(a)(i) above1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable periodAllocation Year, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period Allocation Year shall be allocated items of Company income and gain for such period Allocation Year (and, if necessary, subsequent periodsAllocation Years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a1.704-2(j)(2)(ii), other than Section 6.04(a)(i) above, with respect to such taxable periodor any successor provisions. This Section 6.04(a)(ii8.03(b) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(ivc) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable periodAllocation Year in excess of the sum of (A) the amount such Member is required to restore pursuant to the provisions of this Agreement and (B) the amount such Member is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv8.03(c) shall be made only if and to the extent that such Member would have a deficit balance in its an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6.04(a) Article VIII have been tentatively made as if this Section 6.04(a)(iv8.03(c) were not in this Agreement.
(vd) In the event any Member has a deficit balance in its Capital Account at the end of any Allocation Year in excess of the sum of (A) the amount such Member is required to restore pursuant to the provisions of this Agreement and (B) the amount such Member is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 8.03(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made as if Section 8.03(c) and this Section 8.03(d) were not in this Agreement.
(e) Nonrecourse Deductions for any taxable period Allocation Year shall be allocated to the Members pro rata in accordance with their Percentage Interestseach Member’s Ownership Percentage.
(vif) Member Nonrecourse Deductions for any taxable period Allocation Year shall be allocated 100% to the Member that bears the Economic Risk economic risk of Loss loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Treasury Regulation Section 1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk economic risk of Loss loss with respect to a Member Nonrecourse Debt, such Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk economic risk of Lossloss.
(g) For purposes of Treasury Regulation Section 1.752-3(a)(3), the Members agree that Nonrecourse Liabilities of the Company shall be allocated the Members pro rata in accordance with each Member’s Ownership Percentage.
(h) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.
(i) Notwithstanding any other provision of this Section 8.03, the allocations set forth in Sections 8.03(a), (b), (c), (d), (e), (f) and (h) (the “Required Allocations”) shall be taken into account so that, to the extent possible, the net amount of items of gross income, gain, loss and deduction allocated to each Member pursuant to Sections 8.02 and 8.03, together, shall be equal to the net amount of such items that would have been allocated to each such Member under Section 8.02 and Section 8.03 had the Required Allocations and this Section 8.03(i) not otherwise been provided in this Agreement. The Company may take into account future Required Allocations that, although not yet made, are likely to offset other Required Allocations previously made.
(j) Items of income, gain, loss and deduction realized after, or in anticipation of, a Dissolution Event shall be allocated in a manner that will cause, to the extent possible, the ratio of each Member’s Capital Account to the sum of all Members’ Capital Accounts to be equal to such Member’s Ownership Percentage. Upon a Dissolution Event, if any property is distributed in kind, any unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously shall be allocated among the Members as if there were a taxable disposition of that property for the fair market value of that property on the date of distribution.
(k) The allocations in Section 8.02, this Section 8.03 and Section 8.05, and the provisions of this Agreement relating to the maintenance of Capital Accounts, apply solely for U.S. federal income tax purposes (and any related state income tax purposes). Such provisions are intended to comply with Treasury Regulations Sections 1.704-1 and 1.704-2 and shall be interpreted and applied in a manner consistent with such Treasury Regulations and any amendment or successor provision thereto. The Members shall cause appropriate modifications to be made if unanticipated events might otherwise cause this Agreement not to comply with such Treasury Regulations, so long as such modifications do not cause a material change in the relative economic benefit of the Members under this Agreement.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (NGL Energy Partners LP), Limited Liability Company Agreement (SemGroup Corp), Limited Liability Company Agreement (NGL Energy Partners LP)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in In the event any a Member unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treas. Reg. §Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) that causes or increases an Adjusted Capital Account Deficit, items of Company partnership income and gain shall be specially allocated to such Member in an amount and manner sufficient so as to eliminate, to the extent required by eliminate such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit negative balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv3.2(a) shall be made only if and to the extent that such the Member would have a deficit balance in its an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6.04(a) Article 3 have been tentatively made as if this Section 6.04(a)(iv3.2(a) were not in this AgreementSchedule J. This subparagraph is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.
(vb) If a Member has a deficit Capital Account at the end of any taxable year that exceeds the sum of (i) the amount that Member is obligated to restore, and (ii) the amount the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), then each such Member shall be specially allocated items of income and gain of the Nevada JV in the amount of the excess as quickly as possible, provided that an allocation pursuant to this Section 3.2(b) shall be made if and only to the extent that the Member would have a deficit in such Member’s Capital Account after all other allocations provided for in this Article 3 have been tentatively made without considering this Section 3.2(b).
(c) Nonrecourse Deductions for any taxable period Fiscal Year of Nevada JV shall be allocated rateably among the Members based upon the manner in which such Members are entitled to share in distributions under Section 8.1(b)(ii) of the Agreement.
(d) Except as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain for any Fiscal Year of Nevada JV, each Member shall be specially allocated items of partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (j)(2) of the Treasury Regulations. This Section 3.2(d) is intended to comply with the minimum gain chargeback requirement in said section of the Treasury Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto.
(e) Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year of Nevada JV, each Member who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Treasury Regulations. This Section 3.2(e) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Treasury Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts to be allocated to each Member pursuant hereto.
(f) Partner Nonrecourse Deductions for any Fiscal Year of Nevada JV or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Members that bear the economic risk of loss for such Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Treasury Regulations.)
(g) To the extent an adjustment to the adjusted tax basis of any asset of Nevada JV, pursuant to Code Section 734(b) or Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in Nevada JV, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their Percentage Interests.
(viinterests in Nevada JV in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) Member Nonrecourse Deductions for any taxable period shall be allocated 100% applies, or to the Member that bears to whom such distribution was made in the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §event Regulations Section 1.704-2(i1(b)(2)(iv)(m)(4) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Lossapplies.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Barrick Gold Corp), Limited Liability Company Agreement (Newmont Goldcorp Corp /De/), Limited Liability Company Agreement
Special Allocations. (a) Notwithstanding any other provision provisions of this AgreementSection 6.1, the following special allocations shall be made for each Fiscal Year or other periodin the following order of priority:
(ia) Notwithstanding any other provision Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided in Section 1.704-2(f) of this Section 6.04the Treasury Regulations, if there is a net decrease in Company Partnership Minimum Gain during for any taxable periodFiscal Year, each Member Partner shall be specially allocated items of Company Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to such Partner's share of the manner and amounts provided net decrease in Treas. Reg. §Partnership Minimum Gain to the extent required by Treasury Regulations Section 1.704-2(f), (g)(2. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (j). For purposes j)(2) of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable periodTreasury Regulations. This Section 6.04(a)(i) subparagraph is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) said section of the Treasury Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.
(iib) Notwithstanding Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the other provisions of this Section 6.04 (other than 6.04(a)(i) above)Treasury Regulations, if there is a net decrease in Member Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any taxable periodFiscal Year, any Member with each Partner who has a share of Member Nonrecourse Debt the Partner Minimum Gain at attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the beginning of such taxable period Treasury Regulations, shall be specially allocated items of Company Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to that Partner's share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner and amounts provided required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in Treas. Reg. §accordance with Sections 1.704-2(i)(4) and (j)(2j). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 3 contracts
Sources: Limited Partnership Agreement (Shopoff Properties Trust, Inc.), Limited Partnership Agreement (Shopoff Properties Trust, Inc.), Limited Partnership Agreement (Shopoff Properties Trust, Inc.)
Special Allocations. (a) Notwithstanding any other provision of anything that may be to the contrary in this Agreement, the following allocations shall be made for each Fiscal Year or prior to any other periodallocations under this Agreement and in the following order of priority:
(a) Minimum gain shall be allocated as follows:
(i) Notwithstanding any other provision of this Section 6.04Except as otherwise provided in Treas. Reg. § 1.704-2(f), if there is a net decrease in Company Minimum Gain during any taxable Fiscal Year or period, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to such Member’s share of the manner and amounts provided net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(f), (g)(2) and (ji). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) provision is intended to comply with the partnership minimum gain chargeback requirement in requirements of Treas. Reg. §§ 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) aboveExcept as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any taxable Fiscal Year or period, any each Member with who has a share of the Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner and amounts provided required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) provision is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. §§ 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(ii) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto.
(iiib) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any If a Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit. This Section 6.04(b) is intended to the extent required by such Treasury Regulations, the deficit balanceconstitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith.
(c) Nonrecourse Deductions, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests.
(vid) Member Nonrecourse Deductions Deductions, if any, for any taxable Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated 100% to the Member that bears the Economic Risk economic risk of Loss with respect to the loss for such Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with (as determined under Treas. Reg. §§ 1.704-2(i2(b)(4) and 1.704-2(i)(1)).
(e) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. §§ 1.704-2(k1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.
(f) The allocations set forth in Section 6.04(a)-(e) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. If more It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than one the Regulatory Allocations), the Managing Member bears shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the Economic Risk extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of Loss this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to a such offsetting special allocations, the Managing Member Nonrecourse Debtshall take into account future Regulatory Allocations under Section 6.04(a) that, Member Nonrecourse Deductions although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(c) or 6.04(d).
(g) Any deductions attributable thereto to guaranteed payments under Section 707(c) of the Code, and if the amount of such guaranteed payments shall not be sufficient, other expenses deductible under the Code, shall be allocated between allocated, among the Members prior to the allocation of Net Profits or among such Members Net Losses pursuant to Section 6.03, to the extent necessary to cause their Capital Accounts to be in accordance with the ratios in which they share such Economic Risk of Lossproportion to their Percentage Interests.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (RCS Capital Corp), Limited Liability Company Agreement (RCS Capital Corp), Limited Liability Company Agreement (RCS Capital Corp)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each Member’s Partner's Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each Member’s Partner's Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 3 contracts
Sources: Limited Partnership Agreement (TransMontaigne Partners L.P.), Limited Partnership Agreement (Enterprise Products Operating L P), Limited Partnership Agreement (Rio Vista Energy Partners Lp)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations Losses attributable to a partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this allocated in the manner required by Treasury Regulations Section 6.04, if 1.704-2(i). If there is a net decrease during a Taxable Year in Company Minimum Gain during any taxable periodpartner nonrecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(3)), each Member shall be allocated items of Company income and gain Profits for such period Taxable Year (and, if necessary, for subsequent periodsTaxable Years) shall be allocated to the Unitholders in the manner amounts and amounts provided in Treas. Reg. §of such character as determined according to Treasury Regulations Section 1.704-2(f2(i)(4), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(iib) Notwithstanding the other provisions of this Except as otherwise provided in Section 6.04 (other than 6.04(a)(i) above4.3(a), if there is a net decrease in Member Nonrecourse Debt the Minimum Gain during any taxable periodTaxable Year, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period each Unitholder shall be allocated items of Company income and gain Profits for such period Taxable Year (and, if necessary, for subsequent periodsTaxable Years) in the manner amounts and amounts provided in Treas. Reg. §of such character as determined according to Treasury Regulations Section 1.704-2(i)(4) and (j)(22(f). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii4.3(b) is intended to comply with the Member nonrecourse debt be a minimum gain chargeback requirement in Treas. Reg. §provision that complies with the requirements of Treasury Regulations Section 1.704-2(i)(4) 2(f), and shall be interpreted consistently in a manner consistent therewith.
(iiic) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event If any Member Unitholder who unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions distribution described in Treas. Reg. §Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or ), and (6)) has a Deficit Capital Account as of the end of any Taxable Year, items computed after the application of Company income Sections 4.3(a) and gain 4.3(b) but before the application of any other provision of this Article IV, then Profits for such Taxable Year shall be specially allocated to such Member Unitholder in an amount proportion to, and to the extent of, such Deficit Capital Account. This Section 4.3(c) is intended to be a qualified income offset provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d), and shall be interpreted in a manner sufficient consistent therewith.
(d) Subject to eliminatethe other provisions of this Section 4.3, if Profits or Losses are allocated for any Fiscal Year pursuant to Section 4.3(a), (b), or (c), then subsequent allocations of Profits and Losses shall be made, to the extent required by possible, to the Unitholders in such Treasury Regulations, amounts so that the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) net Profits and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially Losses allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv4.3(d) shall be made only if and Sections 4.3(a), (b), and (c) are equal to the extent net Profits and Losses that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage InterestsUnitholders if such allocations pursuant to Sections 4.3(a), (b), and (c) had not been made.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Sheridan Group Inc), Limited Liability Company Agreement (Sheridan Group Inc), Limited Liability Company Agreement (McCormick & Schmick Holdings, L.L.C.)
Special Allocations. (a) Notwithstanding The following special allocations shall be made in the following order:
4.4.1 In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this AgreementArticle 4, the following each Partner shall receive such special allocations shall be made for each Fiscal Year or other period:of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2.
(i) Notwithstanding 4.4.2 Subject to Section 4.4.1, but notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6)4, items of Company income and gain shall be specially allocated to such Member the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such “qualified income offset” requirement of Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(iiRegulations Section 1.704-1(b)(2)(ii)(d)(3).
(iv) 4.4.3 In the event any Member that a Partner has a deficit balance in its Adjusted Capital Account balance at the end of any taxable periodfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Member Partner shall be specially allocated items of Company gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.04(a)(iv) 4.4.3 shall be made only if and to the extent that such Member a Partner would have a deficit Capital Account balance in its Adjusted Capital Account excess of such sum after all other allocations provided for in this Section 6.04(a) Article 4 have been tentatively made as if this Section 6.04(a)(iv) 4.4.3 were not in this Agreement.
(v) 4.4.4 Partner Nonrecourse Deductions for any taxable period shall be specially allocated to the Members Partners in accordance with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt.
4.4.5 Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their respective Percentage Interests.
(vi) Member Nonrecourse Deductions for 4.4.6 The amounts of any taxable period Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 4.4 shall be allocated 100% determined by applying rules analogous to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable those set forth in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of LossSection 1.1.74 as modified by Sections 1.1.74.1 through 1.1.74.5.
Appears in 3 contracts
Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement
Special Allocations. (a) Notwithstanding The following special allocations shall be made in the following order:
4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this AgreementArticle 4, the following each Partner shall receive such special allocations shall be made for each Fiscal Year or other period:of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2.
(i) Notwithstanding 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6)4, items of Company income and gain shall be specially allocated to such Member the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such “qualified income offset” requirement of Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(iiRegulations Section 1.704-1(b)(2)(ii)(d)(3).
(iv) 4.4.3. In the event any Member that a Partner has a deficit balance in its Adjusted Capital Account balance at the end of any taxable periodfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Member Partner shall be specially allocated items of Company gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.04(a)(iv) 4.4.3 shall be made only if and to the extent that such Member a Partner would have a deficit Capital Account balance in its Adjusted Capital Account excess of such sum after all other allocations provided for in this Section 6.04(a) Article 4 have been tentatively made as if this Section 6.04(a)(iv) 4.4.3 were not in this Agreement.
(v) 4.4.4. Partner Nonrecourse Deductions for any taxable period shall be specially allocated to the Members Partners in accordance with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt.
4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their respective Percentage Interests.
(vi) Member Nonrecourse Deductions for 4.4.6. The amounts of any taxable period Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 4.4 shall be allocated 100% determined by applying rules analogous to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable those set forth in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of LossSection 1.1.72 as modified by Sections 1.1.72.1 through 1.1.72.5.
Appears in 3 contracts
Sources: Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations Loss attributable to Partner Nonrecourse Debt shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this allocated in the manner required by Regulations Section 6.04, if 1.704-2(i). If there is a net decrease during a taxable year in Company Partner Minimum Gain during any taxable periodGain, each Member shall be allocated items of Company income and gain Income for such period taxable year (and, if necessary, for subsequent periodstaxable years) shall be allocated to the Limited Partners in the manner amounts and amounts provided in Treas. Reg. §of such character as is determined according to Regulations Section 1.704-2(f2(i)(4), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i5.2(a) is intended to comply be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the partnership minimum gain chargeback requirement in Treas. Reg. §requirements of Regulations Section 1.704-2(f) 2(i)(4), and shall be interpreted consistently in a manner consistent therewith.
(iib) Notwithstanding the other provisions of this Except as otherwise provided in Section 6.04 (other than 6.04(a)(i) above5.2(a), if there is a net decrease in Member Nonrecourse Debt Partnership Minimum Gain during any taxable periodyear, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period each Limited Partner shall be allocated items of Company income and gain Income for such period taxable year (and, if necessary, for subsequent periodstaxable years) in the manner amounts and amounts provided in Treas. Reg. §of such character as is determined according to Regulations Section 1.704-2(i)(4) and (j)(22(f). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii5.2(b) is intended to comply be a “minimum gain chargeback” provision that complies with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §requirements of Regulations Section 1.704-2(i)(4) 2(f), and shall be interpreted consistently in a manner consistent therewith.
(iiic) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event If any Member Limited Partner that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treas. Reg. §Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) has an Adjusted Capital Account Deficit as of the end of any taxable year, items computed after the application of Company income Section 5.2(a) and gain Section 5.2(b) but before the application of any other provision of Section 5.1 and Section 5.2, then Income for such taxable year shall be specially allocated to such Member Limited Partner in an amount and manner sufficient to eliminateeliminate such Adjusted Capital Account Deficit as quickly as possible. This Section 5.2(c) is intended to be a “qualified income offset” provision as described in Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.
(d) Income and Loss described in clause (d) of the definition of Gross Asset Value shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Regulations Section 1.704-1(b)(2)(iv)(m).
(e) The allocations set forth in Section 5.2(a) through Section 5.2(d) inclusive (the “Regulatory Allocations”) are intended to comply with certain requirements of Section 1.704-1(b) and 1.704-2 of the Regulations. The Regulatory Allocations may not be consistent with the manner in which the Limited Partners intend to allocate Income and Loss of the Partnership or to make Distributions. Accordingly, notwithstanding the other provisions of Sections 5.1 and 5.2, but subject to the Regulatory Allocations, items of Income and Loss of the Partnership shall be allocated among the Limited Partners so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Account balances of the Limited Partners to be in the amounts (or as close thereto as possible) they would have been if Income and Loss had been allocated without reference to the Regulatory Allocations. In general, the Limited Partners anticipate that this shall be accomplished by specially allocating other Income and Loss among the Limited Partners so that, to the extent required by such Treasury Regulationspossible, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the net amount of Regulatory Allocations and such excess as quickly as possible; provided, however, that an allocation pursuant special allocations to this Section 6.04(a)(iv) shall be made only if and to the extent that each such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this AgreementLimited Partner is zero.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Advantage Solutions Inc.), Limited Partnership Agreement (Epicor International Holdings, Inc.)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.047.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §§ 1.704-2(f), (g)(2) and (j). For purposes of this Section 6.047.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i7.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §§ 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 7.04 (other than 6.04(a)(i7.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §§ 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.047.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a7.04(a), other than Section 6.04(a)(i7.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii7.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §§ 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i7.04(a)(i) and 6.04(a)(ii7.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i7.04(a)(i) and 6.04(a)(ii7.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv7.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a7.04(a) have been tentatively made as if this Section 6.04(a)(iv7.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §§ 1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (First Wind Holdings Inc.), Limited Liability Company Agreement (First Wind Holdings Inc.)
Special Allocations. (a) Notwithstanding any other provision provisions of this AgreementSection 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each Fiscal Year or other taxable period:
(i) Notwithstanding any other provision of this Section 6.046.1, if there is a net decrease in Company Minimum Gain attributable to a Series during any taxable periodyear, each Member Partner of such Series shall be allocated items of Company income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(2) and (jj)(2)(i). For purposes of this Section 6.046.1(b), each MemberPartner’s Adjusted Capital Account balance for such Series shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1 with respect to such taxable periodyear. This Section 6.04(a)(i6.1(b)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(iSection 6.1(b)(i) above), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable periodyear, any Member Partner with a share of Member such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Company income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and (j)(2j)(2)(ii). For purposes of this Section 6.046.1(b), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a)6.1, other than Section 6.04(a)(i6.1(b)(i) above, with respect to such taxable periodyear. This Section 6.04(a)(ii6.1(b)(ii) is intended to comply with the Member partner nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i6.1(b)(i) and 6.04(a)(ii6.1(b)(ii) above, in the event any Member Partner unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treas. Reg. §Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) attributable to a Series, items of Company income and gain of such Series shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury RegulationsRegulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustmentsadjustment, allocations allocation or distributions distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 6.04(a)(ii)shall be interpreted consistently therewith.
(iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii):
(A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners pursuant to Section 6.2(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners pursuant to Section 6.2(c) for such taxable year and all prior taxable years; and
(B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.3(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.3(c) for such taxable year and all prior taxable years.
(v) In the event any Member Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable periodyear, such Member Partner shall be specially allocated items of Company gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv6.1(b)(v) shall be made only if and to the extent that such Member Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.04(a6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.04(a)(iv6.1(b)(v) were not in this Agreement.
(vvi) Nonrecourse Deductions attributable to a Series for any taxable period year shall be allocated to the Members Partners of such Series in accordance with their Percentage InterestsInterests for such Series.
(vivii) Member Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable period year shall be allocated 100% to the Member Partner that bears the Economic Risk of Loss with respect to the Member Partner Nonrecourse Debt to which such Member Partner Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Treasury Regulation Section 1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member Partner bears the Economic Risk of Loss with respect to a Member Partner Nonrecourse Debt, Member Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Members Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.
(viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for For each Fiscal Year or other periodperiod thereof, the following items of Income and Loss shall be specially allocated to the Partners as follows, before allocations of Net Income or Net Loss are made pursuant to Section 4.1:
(ia) Notwithstanding any other provision of this Section 6.04, if there is If a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member Partner unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treas. Reg. §Treasury regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain (including gross income) shall be specially allocated to such Member the Partner in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulationsregulations, the deficit balance, if any, balance in its Adjusted the Partner's Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(ipossible. This Section 4.2(a) and 6.04(a)(iishall be interpreted consistently with Treasury regulations Section 1.704-1(b)(2)(ii)(d).
(ivb) In To the event extent an adjustment to the adjusted tax basis of any Member has a deficit balance Partnership asset under Code Sections 734(b) or 743(b) is required to be taken into account in its Adjusted determining Capital Accounts under Treasury regulations Section 1.704-1(b)(2)(iv)(m), the amount of the Capital Account at adjustment shall be included in determining items of Income or Loss and treated as an item of gain (if the end adjustment increases the basis of any taxable period, such Member the asset) or loss (if the adjustment decreases the basis of the asset) and shall be specially allocated to the Partners consistent with the manner in which their Capital Accounts are required to be adjusted by such Treasury regulation.
(c) To minimize any distortions in the manner that the Partners would have shared distributions if the special allocations required by Section 4.2(a) and Section 4.2(b) (the "REGULATORY ALLOCATIONS") had not been part of this Agreement, the General Partner may specially allocate to the Partners offsetting items of Company gross income and gain in Income or Loss so that the amount of such excess as quickly as possible; provided, however, that an allocation net amounts allocated to each Partner pursuant to this Sections 4.1 and Section 6.04(a)(iv) shall be made only if and 4.2 will, to the extent possible, equal the net amounts that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this been allocated to each Partner pursuant to Section 6.04(a) have 4.1 if the Regulatory Allocations had not been tentatively made as if this Section 6.04(a)(iv) were not in part of this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Gainsco Inc), Agreement of Limited Partnership (Gainsco Inc)
Special Allocations. (a) Notwithstanding The following special allocations shall be made in the following order:
4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this AgreementArticle 4, the following each Partner shall receive such special allocations shall be made for each Fiscal Year or other period:of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2.
(i) Notwithstanding 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6)4, items of Company income and gain shall be specially allocated to such Member the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such “qualified income offset” requirement of Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(iiRegulations Section 1.704-1(b)(2)(ii)(d)(3).
(iv) 4.4.3. In the event any Member that a Partner has a deficit balance in its Adjusted Capital Account balance at the end of any taxable periodfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Member Partner shall be specially allocated items of Company gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such fiscal year in accordance with Treasury Regulations Section
1. 704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.04(a)(iv) 4.4.3 shall be made only if and to the extent that such Member a Partner would have a deficit Capital Account balance in its Adjusted Capital Account excess of such sum after all other allocations provided for in this Section 6.04(a) Article 4 have been tentatively made as if this Section 6.04(a)(iv) 4.4.3 were not in this Agreement.
(v) 4.4.4. Partner Nonrecourse Deductions for any taxable period shall be specially allocated to the Members Partners in accordance with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt.
4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their respective Percentage Interests.
(vi) Member Nonrecourse Deductions for 4.4.6. The amounts of any taxable period Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 4.4 shall be allocated 100% determined by applying rules analogous to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable those set forth in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of LossSection 1.1.82 as modified by Sections 1.1.82.1 through 1.1.82.5.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.), Limited Partnership Agreement (BRP Bermuda Holdings I LTD)
Special Allocations. (a) Notwithstanding The following special allocations shall be made in the following order:
4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this AgreementArticle 4, the following each Partner shall receive such special allocations shall be made for each Fiscal Year or other period:of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2.
(i) Notwithstanding 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6)4, items of Company income and gain shall be specially allocated to such Member the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such “qualified income offset” requirement of Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(iiRegulations Section 1.704-1(b)(2)(ii)(d)(3).
(iv) 4.4.3. In the event any Member that a Partner has a deficit balance in its Adjusted Capital Account balance at the end of any taxable periodfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Member Partner shall be specially allocated items of Company gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.04(a)(iv) 4.4.3 shall be made only if and to the extent that such Member a Partner would have a deficit Capital Account balance in its Adjusted Capital Account excess of such sum after all other allocations provided for in this Section 6.04(a) Article 4 have been tentatively made as if this Section 6.04(a)(iv) 4.4.3 were not in this Agreement.
(v) 4.4.4. Partner Nonrecourse Deductions for any taxable period shall be specially allocated to the Members Partners in accordance with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt.
4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their respective Percentage Interests.
(vi) Member Nonrecourse Deductions for 4.4.6. The amounts of any taxable period Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 4.4 shall be allocated 100% determined by applying rules analogous to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable those set forth in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of LossSection 1.1.81 as modified by Sections 1.1.81.1 through 1.1.81.5.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Brookfield Property Partners L.P.), Limited Partnership Agreement (Brookfield Property Partners L.P.)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(b), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(b) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 6.1(b)(vi) and 6.1(b)(vii)). This Section 6.04(a)(i6.1(b)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(b)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(b), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(b), other than Section 6.04(a)(i6.1(b)(i), Sections 6.1(b)(vi) aboveand 6.1(b)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(b)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement (Emerge Energy Services LP)
Special Allocations. (a) Notwithstanding any other provision provisions of this AgreementSection 5.4, the following special allocations shall be made for each Fiscal Year or other taxable period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period year shall be allocated to the Members in accordance with their Percentage Interestsrespective Units held.
(viii) Member Nonrecourse Deductions for any taxable period year shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Treasury Regulation Section 1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss. This Section 5.4(c)(ii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.
(iii) Notwithstanding any other provision of this Section 6.2, if there is a net decrease in Minimum Gain during any taxable year, each Member shall be allocated items of Company income and gain for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 5.4(c), each Member’s Capital Account shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 5.4 with respect to such taxable year. This Section 5.4(c)(iii) is intended to comply with the partner minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(iv) Notwithstanding the other provisions of this Section 6.2 (other than Section 6.2(c)(iii) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable year, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable year shall be allocated items of Company income and gain for such year (and, if necessary, subsequent taxable years) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) and (j)(2)(ii). For purposes of this Section 5.4(c), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 5.4, other than Section 5.4(c)(iii) above, with respect to such taxable year. This Section 5.4(c)(iv) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement in Treasury Regulation Section 1.704 2(i)(4) and shall be interpreted consistently therewith.
(v) Except as provided in Sections 5.4(c)(iii) and 5.4(c)(iv) above, in the event any Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 5.4(c)(iii), 5.4(c)(iv) or 5.4(c)(vi).
(vi) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable year, such Member shall be allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 5.4(c)(vi) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 5.4(c) (other than Section 5.4(c)(v)) have been tentatively made as if Section 5.4(c)(v) and this Section 5.4(c)(vi) were not in this Agreement.
(vii) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such provisions.
Appears in 2 contracts
Sources: Operating Agreement, Operating Agreement (FMC Technologies Inc)
Special Allocations. (a) Notwithstanding At the end of each Fiscal Year and notwithstanding any other provision of this AgreementSection 10.2, the following special allocations shall be made both for each Fiscal Year or other periodCapital Account and for federal income tax purposes unless otherwise provided:
(ia) Notwithstanding In accordance with the ordering rules of Treasury Regulation Section 1.704-2(j), items of gross income and realized gain first shall be allocated in an amount and in a manner that complies with the “chargeback” requirement of Treasury Regulation Section 1.704-2(i)(4), the “qualified income offset” requirement of Treasury Regulation Section 1.704-1(b)(2)(ii)(d), and the “minimum gain chargeback” requirement of Treasury Regulation Section 1.704-2(f). Further, any other provision “partner non-recourse deductions” within the meaning of Treasury Regulation Section 1.704-2(i)(2) attributable to “partner non-recourse debt” shall be allocated to the Member who bears the “economic risk of loss” for such debt in accordance with Treasury Regulation Section 1.704-2(i). Any losses in excess of the losses allowable to the Members pursuant to the Treasury Regulations promulgated under Code Section 704(b) shall first be allocated to the extent allowable hereunder to Members who are not precluded from receiving such allocations by the preceding provisions of this Section 6.04subparagraph (a), if there is any, and shall thereafter be allocated as provided in Section 10.2.
(b) If a net decrease taxing authority ignores the characterization of any amounts paid to a Member (or an Affiliate thereof) as salaries, management fees, commissions, interest or other compensation for services (“Compensation”), and refuses to treat such payments as either guaranteed payments within the meaning of Code Section 707(c) or payments made to such Member other than in such Member’s capacity as a “partner” within the meaning of Code Section 707(a), and such taxing authority ultimately treats such amounts paid to a Member (or an affiliate thereto) as a distribution to such Member for federal income tax purposes which reduces such Member’s Capital Account, then the Compensation shall be treated as an allocation of an item of income or gain of the Company Minimum Gain during any taxable periodto the recipient Member so that, each consistent with the intent of the Members, the Compensation shall not be treated as a distribution which reduces the recipient Member’s Capital Account. Accordingly, such Member shall be allocated the first available items of Company income and gain for such period (and, if necessary, subsequent periodsincluding in a succeeding year) in an amount equal to the manner and amounts provided in Treas. Reg. §Compensation.
(c) If the Company owns (x) any Property contributed by a Member that had a fair market value different from its adjusted basis for federal income tax purposes on the date of the contribution, or (y) any Property that has been revalued pursuant to Treasury Regulation Section 1.704-2(f1(b)(2)(iv)(f), (g)(2) then for federal income tax purposes only and (j). For purposes of this Section 6.04, each Member’s not for Capital Account shall be determined and the allocation of income purposes, any income, gain, loss or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 deduction with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period Property shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to among the Members in accordance with their Percentage Interests.
(viCode Section 704(c) Member Nonrecourse Deductions for any taxable period shall be allocated 100% and the Treasury Regulations thereunder. Pursuant to the Member that bears the Economic Risk “traditional method” of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable making Code Section 704(c) allocations described in accordance with Treas. Reg. §Treasury Regulation Section 1.704-2(i) or Treas. Reg. §1.704-2(k3(b). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Piedmont Natural Gas Co Inc), Limited Liability Company Agreement (Agl Resources Inc)
Special Allocations. Notwithstanding any provisions of Section 5.1, the following special allocations shall be made, to the least extent necessary to satisfy section 704(b) of the Code and the Regulations promulgated thereunder, in the following order:
(a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
Minimum Gain Chargeback (i) Notwithstanding any other provision of this Section 6.04, if Nonrecourse Liabilities). If there is a net decrease in Company Partnership Minimum Gain during for any taxable periodPartnership fiscal year (except as a result of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Member Partner shall be specially allocated items of Company Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to that Partner's share of the manner and amounts provided net decrease in TreasPartnership Minimum Gain. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account The items to be so allocated shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 in accordance with respect to such taxable periodRegulation Section 1.704-2(f)(6). This Section 6.04(a)(iparagraph
(a) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in Member Minimum Gain Attributable to Partner Nonrecourse Debt Minimum Gain during any taxable periodfiscal year (other than due to the conversion, any Member with a share refinancing or other change in the debt instrument causing it to become partially or wholly nonrecourse, certain capital contributions, or certain revaluations of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period Partnership property (as further outlined in Regulation Section 1.704-2(i)(4))), each Partner shall be specially allocated items of Company Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to the manner and amounts provided Partner's share of the net decrease in Treasthe Minimum Gain Attributable to Partner Nonrecourse Debt. Reg. §The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(iiparagraph (b) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in Treas. Reg. §1.704-2(i)(4) said section of the Regulations and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation Allocations pursuant to this Section 6.04(a)(ivparagraph (b) shall be made only if and in proportion to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall respective amounts required to be allocated to the Members in accordance with their Percentage Interestseach Partner pursuant hereto.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Trump Hotels & Casino Resorts Inc), Limited Partnership Agreement (Trump Hotels & Casino Resorts Funding Inc)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i). For purposes of this Section 6.046.1(d), each Member’s Partner's Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the any other provisions provision of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii). For purposes of this Section 6.046.1(d), each Member’s Partner's Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Tc Pipelines Lp), Limited Partnership Agreement (Tc Pipelines Lp)
Special Allocations. (a) Notwithstanding any other provision of this AgreementSections 4.7 to the contrary, the following allocations no allocation of Company losses shall be made to a Member if it would cause the Member to have an Adjusted Capital Account Deficit. Allocations of Company losses that would be made to a Member but for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member 4.8(a) shall instead be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in made to other Members pursuant to Section 4.7 to the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of extent not inconsistent with this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith4.8(a).
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior anything herein to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) abovecontrary, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4paragraphs (b)(2)(ii)(d)(4), (5) or (6)) of Treasury Regulations Section 1.704-1, items of Company income and gain there shall be specially allocated to such Member such items of Company income and gain, at such times and in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the amounts as will eliminate as quickly as possible that portion of any deficit balance, if any, in its Adjusted Capital Account created caused or increased by such adjustments, allocations or distributions as quickly as possible unless distributions.
(c) Notwithstanding any other provision of this Article IV, if there is a net decrease in Company minimum gain or Member nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulation Sections 1.704-2(d) and 1.704-2(i)) during any Company taxable year, the Members shall be allocated items of Company income and gain for such deficit balance is otherwise eliminated year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulation Sections 6.04(a)(i1.704-2(g) and 6.04(a)(ii1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f). This paragraph (c) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations and shall be interpreted consistently therewith, including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4).
(ivd) In To the event extent permitted by the Code and the Treasury Regulations thereunder, any Member has a deficit balance in its Adjusted Capital Account at the end special allocations of any taxable perioditems of income or gain pursuant to Section 4.8(a), such Member Section 4.8(b) or Section 4.8(c) shall be specially allocated items taken into account in computing subsequent allocations of Company gross income and gain in or loss pursuant to Section 4.7 so that the net amount of such excess as quickly as possible; provided, however, that an allocation allocated to the Members pursuant to this Section 6.04(a)(iv4.8 shall, to the extent possible, be equal to the net amounts that would have been allocated to each such Member pursuant to the provisions of Section 4.7 if the allocations pursuant to Section 4.8(a), Section 4.8(b) and Section 4.8(c) had not occurred.
(e) If any Interest in the Company is Transferred or otherwise adjusted during any Fiscal Period in compliance with the provisions of this Agreement, each item of income, gain, loss, expense, deduction and credit and all other items attributable to such Interest for such period shall be divided and allocated between the transferor Member and the transferee Member by taking into account their varying Interests during such period in accordance with Section 706(d) of the Code, using any conventions permitted by law and approved by the affected Members. All distributions on or before the date of such Transfer shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after transferor Member, and all other allocations provided in this Section 6.04(a) have been tentatively distributions thereafter shall be made as if this Section 6.04(a)(iv) were not in this Agreementto the transferee Member.
(vf) Nonrecourse Deductions for To the extent an adjustment to the adjusted tax basis of any taxable period Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of that adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), and such gain or loss shall be specially allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance manner consistent with the ratios manner in which they share such Economic Risk of Losstheir Capital Accounts are required to be adjusted pursuant to that Treasury Regulation.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Aveon Group L.P.), Limited Liability Company Agreement (Aveon Group L.P.)
Special Allocations. (a) Notwithstanding any other provision provisions of this AgreementSection 6.2, the following special allocations shall be made in the following order for each Fiscal Year or other taxable period:
(i) Notwithstanding any other provision of this Section 6.046.2, if there is a net decrease in Company Minimum Gain during any taxable periodyear, each Member Partner shall be allocated items of Company Partnership income and gain for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(2) and (jj)(2)(i). For purposes of this Section 6.046.2(b), each MemberPartner’s Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.2 with respect to such taxable periodyear. This Section 6.04(a)(i6.2(b)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 6.2 (other than 6.04(a)(iSection 6.2(b)(i) above), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any taxable periodyear, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Company Partnership income and gain for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and (j)(2j)(2)(ii). For purposes of this Section 6.046.2(b), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a)6.2, other than Section 6.04(a)(i6.2(b)(i) above, with respect to such taxable periodyear. This Section 6.04(a)(ii6.2(b)(ii) is intended to comply with the Member partner nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i6.2(b)(i) and 6.04(a)(ii6.2(b)(ii) above, in the event any Member Partner unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treas. Reg. §Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company Partnership income and gain shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury RegulationsRegulation, the deficit balance, if any, in its Adjusted Capital Account created by such adjustmentsadjustment, allocations allocation or distributions distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i6.2(b)(i), 6.2(b)(ii) or 6.2(b)(iv). This Section 6.2(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 6.04(a)(ii)shall be interpreted consistently therewith.
(iv) In the event any Member Partner has a deficit balance in its Adjusted Capital Account at the end of any taxable periodyear, such Member Partner shall be specially allocated items of Company Partnership gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv6.2(b)(iv) shall be made only if and to the extent that such Member Partner would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a6.2(b) (other than Section 6.2(b)(iii)) have been tentatively made as if Section 6.2(b)(iii) and this Section 6.04(a)(iv6.2(b)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period year shall be allocated to the Members Partners in accordance with their Percentage InterestsSharing Ratios.
(vi) Member Partner Nonrecourse Deductions for any taxable period year shall be allocated 100% to the Member Partner that bears the Economic Risk of Loss with respect to the Member Partner Nonrecourse Debt to which such Member Partner Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Treasury Regulation Section 1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member Partner bears the Economic Risk of Loss with respect to a Member Partner Nonrecourse Debt, Member Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Members Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.2(b)(vi) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.
(vii) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such provisions.
Appears in 2 contracts
Sources: General Partnership Agreement (Regency Energy Partners LP), General Partnership Agreement (Regency Energy Partners LP)
Special Allocations. (ai) Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Section 1.704-2(i) of the following allocations Regulations), if any, of the Partnership shall be made for allocated to the Partner that bears the economic risk of loss within the meaning of Section 1.704-2(i) of the Regulations, and (ii) “nonrecourse deductions” (as defined in Section 1.704-2(b) of the Regulations) and “excess nonrecourse liabilities” (as defined in Section 1.752-3(a)(3) of the Regulations), if any, of the Partnership with respect to each Fiscal Year or other period:period shall be allocated among the Partners in accordance with their respective Percentage Interests.
(iii) This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Partners on a priority basis to the extent and in the manner required by such provisions.
(iii) Notwithstanding any other provision of this Section 6.04Agreement, if there is a net decrease in Company Minimum Gain during any taxable period, each Member no allocation of Losses or items of deduction or expense shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior made to any Partner to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with extent that the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning effect of such taxable period shall allocation would be allocated items of Company income and gain for such period (andto cause the Partner to have a negative balance in its Capital Account, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives after taking into account any adjustments, allocations or distributions described in Treas. Reg. §Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) of the Regulations, items in excess of Company income the maximum amount of such negative balance such Partner would be obligated (or deemed obligated under the Regulations) to contribute to the Partnership upon liquidation.
(iv) To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to such Member the Partners in an amount and a manner sufficient consistent with the manner in which their Capital Accounts are required to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated be adjusted pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In such section of the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this AgreementRegulations.
(v) Nonrecourse Deductions for If the interest of any Partner in the Partnership changes during a taxable period year the principles of Section 706 of the Code and the Regulations thereunder shall be allocated applied, as reasonably determined by the Designated Partner, to the Members in accordance with their Percentage Interestsaccount for such change.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Partnership Agreement (NorthStar/RXR New York Metro Real Estate, Inc.), Partnership Agreement (NorthStar/RXR New York Metro Real Estate, Inc.)
Special Allocations. Before any allocations are made pursuant to Section 6.1, Section 6.2 or Section 14 (a) Notwithstanding any other provision of this Agreementas such Sections may be modified by Section 6.5), the following special allocations shall be made for each Fiscal Year or other periodin the following order:
6.3.1 The Manager may make such special allocations, and apply Sections 6.1 and 6.2 with such modifications, as it determines to be appropriate (i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership rules set forth in the Treasury Regulations under Section 704(b) of the Code governing (a) allocations of "nonrecourse deductions," "partner nonrecourse deductions" and other items lacking "economic effect" and (b) "minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) chargebacks" and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member "partner nonrecourse debt minimum gain chargeback requirement in Treaschargebacks," and (ii) for this Agreement to contain a "qualified income offset" provision within the meaning of the Treasury Regulations under Section 704(b) of the Code. Reg. §In no event, however, shall any such special allocations or modifications affect the amount or timing of any distribution to be made to any Member hereunder.
6.3.2 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-2(i)(4l(b)(2)(iv)(m) and of the Treasury Regulations, to be taken into account in determining capital accounts, the amount of such adjustment to the capital accounts shall be interpreted consistently therewithtreated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), and such gain or loss shall be specially allocated to the Members in a manner that is consistent with the manner in which their capital accounts are required to be adjusted pursuant to Section 1.704-l(b)(2)(iv)(m) of the Treasury Regulations.
6.3.3 To the extent that any portion of the Management Fee payment is determined by the Manager to be a distribution to any Member and not a guaranteed payment within the meaning of Section 707(c) of the Code (iii) Except as or a payment for services provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any a non-Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4capacity), an amount of gross income of the Company equal to the amount of such payment (5and, to the extent possible, of the same character as the income of the Company giving rise to such payment) or (6), items of Company income and gain shall be specially allocated to such Member.
6.3.4 There shall be specially allocated to the Class A Member all fees and expenses of the Company related to the Fund B Escrow Account.
6.3.5 For any fiscal year or other accounting period of the Company, there shall be specially allocated to the Class C Member its share of any fees and expenses related to Funded Securities as provided in an amount Section 9.4 and manner sufficient such other items of Company income, gain, loss and deduction attributable to eliminateFunded Securities as are necessary for its Adjusted Capital Account Balance to equal, to the extent required by such Treasury Regulationspossible, the deficit balance, if any, in its Adjusted Target Capital Account created by such adjustments, allocations or distributions Balance as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In of the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount close of such excess as quickly as possible; provided, however, that an allocation fiscal year or other accounting period. The items allocated to the Class C Member pursuant to this Section 6.04(a)(iv) 6.3.5 shall be made only if drawn from all of the Company's items of income, gain, loss and deduction attributable to the extent Funded Securities in a manner that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance is fair and equitable and consistent with the ratios in which they share such Economic Risk of Lossdistributions to be made to, and the expenses to be borne by, the Class C Member hereunder.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Comdisco Holding Co Inc), Limited Liability Company Agreement (Comdisco Holding Co Inc)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding If the Partnership incurs any other provision item of this loss or deduction, where the Partnership is entitled to indemnification pursuant to Section 6.049.2 of the Master Formation and Equity Interest Purchase Agreement for such loss or deduction, if there is a net decrease in Company Minimum Gain during any taxable period, each Member then the item of loss or deduction shall be allocated items to SG (if the item of Company income and gain for such period (and, if necessary, subsequent periodsloss or deduction is attributable to the US Business) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account or shall be determined and allocated to SETI (if the allocation item of income loss or gain required hereunder deduction is attributable to the Non-US Business).
(ii) Any deduction arising from the amortization or impairment of any goodwill, up to an amount equal to $350,000,000, shall be effected, prior allocated fifty percent (50%) to the application of any other allocations pursuant SG and fifty percent (50%) to this Article 6 with respect to such taxable period. This Section 6.04(a)(iRBS.
(iii) Clause 11 is intended to comply with Section 704(b) of the partnership minimum gain chargeback requirement in Treas. Reg. §Code and the Treasury Regulations thereunder, including the “alternative test for economic effect” under Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(21(b)(ii)(d). For purposes of this Section 6.04Notwithstanding Clause 11.3.2, each Member’s Adjusted Capital Account balance the Partnership shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of make any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, including “qualified income offset” and “minimum gain chargeback” allocations and allocations relating to any nonrecourse debt of the deficit balancePartnership, if any, prior to making the allocations set forth in its Adjusted Capital Account created by such adjustments, allocations Clause 11.3.2 or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(iin Clause 11.3.3(i) and 6.04(a)(iior (ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable periodFiscal Year which is in excess of the sum of (a) the amount such Member is obligated to restore, if any, pursuant to any provision of this Agreement and (b) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company gross Partnership income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(ivClause 11.3.3(iv) shall be made only if and to the extent that such a Member would have a deficit balance in its Adjusted Capital Account in excess of such sum after all other allocations provided for in this Section 6.04(a) Clause 11 have been tentatively made as if the second sentence in Clause 11.3.3(iii) and this Section 6.04(a)(ivClause 11.3.3(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Limited Liability Partnership Agreement, Limited Liability Partnership Agreement (Sempra Energy)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations Loss attributable to Member Nonrecourse Debt shall be made allocated in the manner required by Regulations Section 1.704-2(i). If there is a net decrease during a taxable year in Member Minimum Gain, Income for each Fiscal Year or other period:such taxable year (and, if necessary, for subsequent taxable years) shall be allocated to the Members in the amounts and of such character as is determined according to Regulations Section 1.704-2(i)(4). This Section 4.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith.
(ib) Notwithstanding any other provision of this Except as otherwise provided in Section 6.044.2(a), if there is a net decrease in Company Minimum Gain during any taxable periodyear, each Member shall be allocated items of Company income and gain Income for such period taxable year (and, if necessary, for subsequent periodstaxable years) in the manner amounts and amounts provided in Treasof such character as is determined according to Regulations Section 1.704-2(f). Reg. §This Section 4.2(b) is intended to be a “minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently in a manner consistent therewith.
(iic) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, If any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treas. Reg. §Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) has an Adjusted Capital Account Deficit as of the end of any taxable year, items computed after the application of Company income Section 4.2(a) and gain Section 4.2(b) but before the application of any other provision of Section 4.1, Section 4.2 and Section 4.3, then Income for such taxable year shall be specially allocated to such Member in an amount and manner sufficient to eliminateproportion to, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that of, such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided Deficit. This Section 4.2(c) is intended to be a “qualified income offset” provision as described in this Regulations Section 6.04(a1.704-1(b)(2)(ii)(d) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period and shall be allocated to the Members interpreted in accordance with their Percentage Interestsa manner consistent therewith.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Malibu Boats, Inc.), Limited Liability Company Agreement (Malibu Boats, Inc.)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(c), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(c) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 6.1(c)(vi) and 6.1(c)(vii)). This Section 6.04(a)(i6.1(c)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(c)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(c), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(c), other than Section 6.04(a)(i6.1(c)(i) aboveand other than an allocation pursuant to Sections 6.1(c)(vi) and 6.1(c)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(c)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Enterprise Products Partners L P), Merger Agreement (Enterprise GP Holdings L.P.)
Special Allocations. The following special allocations shall be made in the following order:
(a) Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(f), and notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04Article VIII, if there is a net decrease in Company Partnership Minimum Gain during any taxable periodFiscal Year, each Member Partner shall be specially allocated items of Company Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal Years) in an amount equal to such Partner’s share of the manner and amounts provided net decrease in Treas. Reg. §1.704-2(f)Partnership Minimum Gain, (g)(2) and (jdetermined in accordance with Regulations Section 1.704- 2(g). For purposes of this Section 6.04, each Member’s Capital Account The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period1.704-2(j)(2). This Section 6.04(a)(i8.6(a) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
(iib) Notwithstanding the Except as otherwise provided in Regulations Section 1.704-2(i)(4), and notwithstanding any other provisions provision of this Section 6.04 (other than 6.04(a)(i) above)Article VIII, if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any taxable periodPartnership Fiscal Year, any Member with each Partner who has a share of Member the Partner Nonrecourse Debt Minimum Gain at the beginning of attributable to such taxable period Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal Years) in an amount equal to such Partner’s share of the manner and amounts provided net decrease in TreasPartner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Reg. §The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(i)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii8.6(b) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iiic) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in In the event any Member Partner unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. §Regulations Sections 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), or 1.704-1 (5) or (6b)(2)(ii)(d)(6), items of Company Partnership income and gain shall be specially allocated to each such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury the Regulations, the deficit balance, if any, in its Adjusted Capital Account created by Deficit of such adjustments, allocations or distributions Partner as quickly as possible unless such deficit balance is otherwise eliminated possible, provided that an allocation pursuant to Sections 6.04(a)(ithis Section 8.6(c) shall be made only if and 6.04(a)(ii)to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made, as if this Section 8.6(c) were not in this Agreement.
(ivd) In the event any Member Partner has a deficit balance in its an Adjusted Capital Account Deficit at the end of any taxable periodPartnership Fiscal Year, each such Member Partner shall be specially allocated items of Company gross Partnership income and gain in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv8.6(d) shall be made only if and to the extent that such Member Partner would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Section 6.04(a) Article VIII have been tentatively made as if Section 8.6(c) hereof and this Section 6.04(a)(iv8.6(d) were not in this Agreement.
(ve) Partner Nonrecourse Deductions for any taxable period Fiscal Year shall be allocated pro rata among the Partners in proportion to the Members in accordance with their respective Percentage Interests.
(vif) Member Any Partner Nonrecourse Deductions for any taxable period Fiscal Year shall be specially allocated 100% to the Member that Partner who bears the Economic Risk economic risk of Loss loss with respect to the Member Partner Nonrecourse Debt to which such Member Partner Nonrecourse Deductions are attributable attributable, in accordance with Treas. Reg. §Regulations Section 1.704-2(i2(i)(l).
(g) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704- l(b)(2)(iv)(m)(2), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its interest in the Partnership, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or Treas. Reg. §1.704-2(k). If more than one Member bears loss (if the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto adjustment decreases such basis) and such gain or loss shall be specifically allocated between or among to the Partner to whom such Members in accordance with the ratios in which they share such Economic Risk of Lossdistribution was made.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Hines Real Estate Investment Trust Inc), Limited Partnership Agreement (Hines Real Estate Investment Trust Inc)
Special Allocations. (a) Notwithstanding any other provision of this AgreementIn the event, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treas. Reg. §Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) that causes or increases an Adjusted Capital Account Deficit, items of Company partnership income and gain shall be specially allocated to such Member in an amount and manner sufficient so as to eliminate, to the extent required by eliminate such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit negative balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv3.2(a) shall be made only if and to the extent that such the Member would have a deficit balance in its an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6.04(a) Article 3 have been tentatively made as if this Section 6.04(a)(iv3.2(a) were not in this AgreementSchedule J. This subparagraph is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.
(vb) If a Member has a deficit Capital Account at the end of any taxable year that exceeds the sum of (i) the amount that Member is obligated to restore, and (ii) the amount the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704 2(g)(1) and 1.704 2(i)(5), then each such Member shall be specially allocated items of income and gain of the Nevada JV in the amount of the excess as quickly as possible, provided that an allocation pursuant to this Section 3.2(b) shall be made if and only to the extent that the Member would have a deficit in such Member’s Capital Account after all other allocations provided for in this Article 3I have been tentatively made without considering this Section 3.2(b).
(c) Nonrecourse Deductions for any taxable period Fiscal Year of Nevada JV shall be allocated rateably among the Members based upon the manner in which such Members are entitled to share in distributions under Section 8.1(b)(ii) of the Agreement.
(d) Except as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain for any Fiscal Year of Nevada JV, each Member shall be specially allocated items of partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (j)(2) of the Treasury Regulations. This Section 3.2(c) is intended to comply with the minimum gain chargeback requirement in said section of the Treasury Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto.
(e) Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year of Nevada JV, each Member who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Treasury Regulations. This Section 3.2(d) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Treasury Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts to be allocated to each Member pursuant hereto.
(f) Partner Nonrecourse Deductions for any Fiscal Year of Nevada JV or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Members that bear the economic risk of loss for such Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Treasury Regulations.)
(g) To the extent an adjustment to the adjusted tax basis of any asset of Nevada JV, pursuant to Code Section 734(b) or Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in Nevada JV, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their Percentage Interests.
(viinterests in Nevada JV in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) Member Nonrecourse Deductions for any taxable period shall be allocated 100% applies, or to the Member that bears to whom such distribution was made in the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §event Regulations Section 1.704-2(i1(b)(2)(iv)(m)(4) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Lossapplies.
Appears in 2 contracts
Sources: Implementation Agreement (Barrick Gold Corp), Implementation Agreement (Newmont Mining Corp /De/)
Special Allocations. (a) Notwithstanding The following special allocations shall be made in the following order:
4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this AgreementArticle 4, the following each Partner shall receive such special allocations shall be made for each Fiscal Year or other period:of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2.
(i) Notwithstanding 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6)4, items of Company income and gain shall be specially allocated to such Member the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such “qualified income offset” requirement of Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(iiRegulations Section 1.704-1(b)(2)(ii)(d)(3).
(iv) 4.4.3. In the event any Member that a Partner has a deficit balance in its Adjusted Capital Account balance at the end of any taxable periodfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Member Partner shall be specially allocated items of Company gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.04(a)(iv) 4.4.3 shall be made only if and to the extent that such Member a Partner would have a deficit Capital Account balance in its Adjusted Capital Account excess of such sum after all other allocations provided for in this Section 6.04(a) Article 4 have been tentatively made as if this Section 6.04(a)(iv) 4.4.3 were not in this Agreement.
(v) 4.4.4. Partner Nonrecourse Deductions for any taxable period shall be specially allocated to the Members Partners in accordance with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt.
4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their respective Percentage Interests.
(vi) Member Nonrecourse Deductions for 4.4.6. The amounts of any taxable period Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 4.4 shall be allocated 100% determined by applying rules analogous to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable those set forth in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of LossSection 1.1.86 as modified by Sections 1.1.86.1 through 1.1.86.5.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.)
Special Allocations. (a) Notwithstanding The following special allocations shall be made in the following order:
4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this AgreementArticle 4, the following each Partner shall receive such special allocations shall be made for each Fiscal Year or other period:of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2.
(i) Notwithstanding 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6)4, items of Company income and gain shall be specially allocated to such Member the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such “qualified income offset” requirement of Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(iiRegulations Section 1.704-1(b)(2)(ii)(d)(3).
(iv) 4.4.3. In the event any Member that a Partner has a deficit balance in its Adjusted Capital Account balance at the end of any taxable periodfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Member Partner shall be specially allocated items of Company gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.04(a)(iv) 4.4.3 shall be made only if and to the extent that such Member a Partner would have a deficit Capital Account balance in its Adjusted Capital Account excess of such sum after all other allocations provided for in this Section 6.04(a) Article 4 have been tentatively made as if this Section 6.04(a)(iv) 4.4.3 were not in this Agreement.
(v) 4.4.4. Partner Nonrecourse Deductions for any taxable period shall be specially allocated to the Members Partners in accordance with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt.
4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their respective Percentage Interests.
(vi) Member Nonrecourse Deductions for 4.4.6. The amounts of any taxable period Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 4.4 shall be allocated 100% determined by applying rules analogous to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable those set forth in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of LossSection 1.1.69 as modified by Sections 1.1.69.1 through 1.1.69.5.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Special Allocations. Before any allocations are made pursuant to Section 6.1, Section 6.2 or Section 14 (a) Notwithstanding any other provision of this Agreementas such Sections may be modified by Section 6.5), the following special allocations shall be made for each Fiscal Year or other periodin the following order:
6.3.1 The Manager may make such special allocations, and apply Sections 6.1 and 6.2 with such modifications, as it determines to be appropriate (i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership rules set forth in the Treasury Regulations under Section 704(b) of the Code governing (a) allocations of "nonrecourse deductions," "partner nonrecourse deductions" and other items lacking "economic effect" and (b) "minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) chargebacks" and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member "partner nonrecourse debt minimum gain chargeback requirement in Treaschargebacks," and (ii) for this Agreement to contain a "qualified income offset" provision within the meaning of the Treasury Regulations under Section 704(b) of the Code. Reg. §In no event, however, shall any such special allocations or modifications affect the amount or timing of any distribution to be made to any Member hereunder.
6.3.2 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-2(i)(4l(b)(2)(iv)(m) and of the Treasury Regulations, to be taken into account in determining capital accounts, the amount of such adjustment to the capital accounts shall be interpreted consistently therewithtreated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), and such gain or loss shall be specially allocated to the Members in a manner that is consistent with the manner in which their capital accounts are required to be adjusted pursuant to Section 1.704-l(b)(2)(iv)(m) of the Treasury Regulations.
6.3.3 To the extent that any portion of the Management Fee payment is determined by the Manager to be a distribution to any Member and not a guaranteed payment within the meaning of Section 707(c) of the Code (iii) Except as or a payment for services provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any a non-Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4capacity), an amount of gross income of the Company equal to the amount of such payment (5and, to the extent possible, of the same character as the income of the Company giving rise to such payment) or (6), items of Company income and gain shall be specially allocated to such Member Member.
6.3.4 Any interest or other expense incurred by the Company in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated connection with any borrowing made pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member Section 5.3 shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this AgreementCDI.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Comdisco Holding Co Inc), Limited Liability Company Agreement (Comdisco Holding Co Inc)
Special Allocations. Any contrary provision of this Article IV notwithstanding, the following special allocations will be made in the following order:
(a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if If there is a net decrease in Company Partnership Minimum Gain during any Company taxable periodyear, then, except as provided in Treas. Reg. § l.704-2(f)(2)-(5), each Member shall Unitholder will be specially allocated items of Company income and gain for such period year (and, if necessary, subsequent periodsyears) in proportion to, and to the manner and amounts provided extent of, such Unitholder’s share of the net decrease in Partnership Minimum Gain determined in accordance with Treas. Reg. §§ 1.704-2(f2(g)(2), (g)(2. The items to be allocated will be determined in accordance with Treas. Reg. § 1.704-2(f)(6) and (jTreas. Reg. § 1.704-2(j)(2). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i4.3(a) is intended to comply with such sections of the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) Treasury Regulations and shall will be interpreted consistently therewith.
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if If there is a net decrease in Member Partner Minimum Gain attributable to Partner Nonrecourse Debt Minimum Gain during any Company taxable periodyear, any Member determined in accordance with Treas. Reg. § 1.704-2(i)(3), then, except as provided in Treas. Reg. § 1.704-2(i)(4), each Unitholder who has a share of Member Nonrecourse Debt the Partner Minimum Gain at the beginning of attributable to such taxable period shall Partner Nonrecourse Debt, determined in accordance with Treas. Reg. § l.704-2(i)(5), will be allocated constituent items of Company income and gain for such period Company taxable year (and, if necessary, subsequent periodsCompany taxable years) equal to such Unitholder’s share of the net decrease in the manner and amounts provided Partner Minimum Gain. The items to be allocated will be determined in accordance with Treas. Reg. §§ 1.704-2(i)(4) and (j)(2Treas. Reg. § 1.704-2(j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii4.3(b) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704§ l.704-2(i)(42(i) and shall will be applied and interpreted consistently therewithin accordance with such regulation.
(iiic) Except as provided Nonrecourse Deductions will be allocated among the Class B Unitholders pro rata according to the number of Class B Units then-held by them.
(d) Partner Nonrecourse Deductions will be allocated in Sections 6.04(a)(iaccordance with Treas. Reg. § 1.704-2(i) and 6.04(a)(iito the Unitholder who bears the economic risk of loss for the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions relate.
(e) above, in the event If any Member Unitholder unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(41 (b)(2)(ii)(d) (4), (5) or (6)) resulting in an Adjusted Capital Account Deficit for such Unitholder, then constituent items of Company income and gain shall will be specially allocated to such Member Unitholder in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the deficit balance, if any, in its such Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess Deficit as quickly as possible. This Section 4.3(e) is intended to comply with Treas. Reg. § 1.704-l(b)(2)(ii)(d) and will be applied and interpreted in accordance with such regulation; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv4.3(e) shall will be made only if and to the extent that such Member Unitholder would have a deficit balance in its an Adjusted Capital Account Deficit after all other allocations provided in under this Section 6.04(a) Article IV have been tentatively made as if this Section 6.04(a)(iv4.3(e) were not in this Agreement.
(vf) Nonrecourse Deductions for any taxable period shall No items of loss or deduction will be allocated to any Unitholder to the Members extent that any such allocation would cause the Unitholder to have or increase an Adjusted Capital Account Deficit at the end of any Company taxable year. All items of loss or deduction in accordance with excess of the limitation set forth in this Section 4.3(f) will be allocated pro rata among such other Unitholders (who do not have such Adjusted Capital Account Deficits) according to their Percentage Interestsrespective Capital Contributions until no Unitholder may be allocated any such items of loss or deduction without having or increasing such an Adjusted Capital Account Deficit. Thereafter, any remaining items of loss or deduction will be allocated pro rata among the Unitholders according to their respective Capital Contributions.
(vig) Member Nonrecourse Deductions for any taxable period shall be allocated 100% To the extent an adjustment to the Member that bears the Economic Risk adjusted tax basis of Loss with respect any property is required pursuant to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §§ 1.704-2(i1(b)(2)(iv)(m) in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated among the Unitholders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations.
(h) The allocations set forth in Section 4.3(a) through Section 4.3(g) (the” Regulatory Allocations”) are intended to comply with certain requirements of Treas. Reg. §§ 1.704-2(kl(b). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Ardent Health Partners, LLC)
Special Allocations. The following special allocations will be made in following order and priority:
(a) Notwithstanding If there is a net decrease in Partnership Minimum Gain during any other provision fiscal year, each Partner will be specially allocated items of this AgreementPartnership income and gain for such year (and, if necessary, subsequent years) in proportion to, and to the following extent of, an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain determined in accordance with Regulations Section 1.704-2(g)(2). The items to be allocated will be determined in accordance with Regulations Section 1.704-2(f). This
(a) is intended to comply with such Sections of the Regulations and will be interpreted consistently therewith.
(b) The allocations shall be made for each Fiscal Year or other period:
otherwise required pursuant to Section 4.3(a) hereof will not apply to a Partner to the extent that: (i) Notwithstanding any such Partner's share of the net decrease in Partnership Minimum Gain is caused by a guaranty, refinancing or other provision change in the instrument evidencing a nonrecourse debt of this the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the economic risk of loss (within the meaning of Regulations Section 6.041.752-2) for such changed debt; (ii) such Partner's share of the net decrease in Partnership Minimum Gain results from the repayment of a nonrecourse liability of the Partnership, which repayment is made using funds contributed by such Partner to the capital of the Partnership; (iii) the Service, pursuant to Regulations Section 1.704-2(f)(4), waives the requirement of such allocation in response to a request for such waiver made by the Managing Partner on behalf of the Partnership (which request the Managing Partner may or may not make, in their discretion, if it determines that the Partnership would be eligible therefor); or (iv) additional exceptions to the requirement of such allocation are established by revenue rulings issued by the Internal Revenue Service pursuant to Regulations Section 1.704-2(f)(5), which exceptions apply to such Partner, as determined by the Managing Partner in its discretion.
(c) Except as provided in Section 4.3(a) hereof, if there is a net decrease in Company Partner Minimum Gain attributable to Partner Nonrecourse Debt during any taxable periodfiscal year, determined in accordance with Regulations Section 1.704- 2(i)(3), then, except as provided in Regulations Section 1.704-2(i)(4), each Member shall Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704- 2(i)(5), will be allocated items of Company income and gain for such period fiscal year (and, if necessary, subsequent periodsfiscal years) equal to such Partner's share of the net decrease in the manner and amounts provided Partner Minimum Gain. The items to be allocated will be determined in Treas. Reg. §accordance with Regulations Section 1.704-2(f2(j)(2), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i4.3(c) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Regulations Section 1.704-2(f2(i) and shall will be applied and interpreted consistently therewithin accordance with such regulation.
(iid) Notwithstanding the other provisions Any item of this Partnership loss, deduction or expenditure under Code Section 6.04 (other than 6.04(a)(i705(a)(2)(b) above), if there is a net decrease in Member attributable to Partner Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall will be allocated items in accordance with Regulations Section 1.704-2(i) to the Partner who bears the economic risk of Company income and gain loss for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewithdebt.
(iiie) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in In the event any Member Partner unexpectedly receives any adjustments, allocations or distributions described in Treasin
Section 1. Reg. §1.704704-1(b)(2)(ii)(d)(4), (5) or (6)) resulting in an Adjusted Capital Account Deficit for such Partner, items of Company income and gain shall will be specially allocated to such Member Partner in an any amount and manner sufficient to eliminate, to the extent required by such Treasury the Regulations, the deficit balance, if any, in its such Adjusted Capital Account created by such adjustments, allocations or distributions Deficit as quickly as possible unless such deficit balance possible. The items to be allocated will be determined in accordance with Regulations Section 1.704-1(b)(2)(ii)(d)(6). This Section 4.3(e) is otherwise eliminated pursuant intended to Sections 6.04(a)(icomply with Regulations Section 1.704- 1(b)(2)(ii)(d) and 6.04(a)(ii)will be applied and interpreted in accordance with such regulation.
(ivf) No items of loss or deduction will be allocated to any Partner to the extent that any such allocation would cause the Partner to have an, or increase the amount of an existing, Adjusted Capital Account deficit at the end of any Fiscal Year. All items of loss or deduction in excess of the limitation set forth in this Section 4.3(f) will be allocated among such other Partners, which have positive Adjusted Capital Account balances, pro rata, in proportion to such Adjusted Capital Account balances, until each Partner's positive Adjusted Capital Account balance is reduced to zero. Thereafter , any remaining items of loss or deduction will be allocated to the Partners, pro rata, in proportion to their relative aggregate Capital Contributions.
(g) In the event any Member Partner has a deficit balance in its an Adjusted Capital Account Deficit at the end of any taxable periodfiscal year, each such Member shall Partner will be specially allocated items of Company gross Partnership income and gain in the amount (consisting of such excess a pro rata portion of each item of Partnership income and gain) as quickly as possible; providedpossible to eliminate such Adjusted Capital Account Deficit, however, provided that an allocation pursuant to this Section 6.04(a)(iv4.3(g) shall will be made only if and only to the extent that such Member Partner would have a deficit balance in its an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Section 6.04(a) Article IV have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreementmade.
(vh) Nonrecourse Deductions for any taxable period shall be allocated To the extent an adjustment to the Members adjusted tax basis of any Property pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% determining Capital Accounts, the amount of such adjustment to the Member that bears Capital Accounts will be treated as an item of gain (if the Economic Risk adjustment increases the basis of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(iasset) or Treas. Reg. §1.704-2(k). If more than one Member bears loss (if the Economic Risk of Loss with respect to adjustment decreases such basis) and such gain or loss will be specially allocated among the Partners in a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance manner consistent with the ratios manner in which they share their Capital Accounts are required to be adjusted pursuant to such Economic Risk Section of Lossthe Regulations.
Appears in 1 contract
Sources: Partnership Agreement (Brookdale Living Communities Inc)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
: (i) Notwithstanding any other provision of a Member shall not be allocated under this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated 7.1(c) items of loss and deduction of the Company income and gain for to the extent such period (and, if necessary, subsequent periods) an allocation would cause or increase a deficit balance in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each such Member’s Capital Account shall be determined (in excess of any limited dollar amount of such deficit balance that such Member is obligated to restore consistent with the Treasury Regulations for the safe harbor for Section 704(b), including under the Treasury Regulations applicable to Company nonrecourse and recourse loans) as of the end of the allocation of income or gain required hereunder shall be effected, prior period to the application of any other allocations pursuant to this Article 6 with respect to which such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
allocation relates; (ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance such gains or income as shall be necessary to satisfy the “qualified income offset” requirement of Treasury Regulation Section 1.704- 1(b)(2)(ii)(d); (iii) with their Percentage Interests.
(virespect to any Company recourse debt or a loan made by a Member to the Company, deductions attributable to such debt or loan within the meaning of Treasury Regulation Section 1.704-2(i)(2) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears Member(s) who bear the Economic Risk economic risk of Loss with respect such debt or loan; (iv) this Agreement incorporates the “minimum gain chargeback” provisions set forth in Treasury Regulation Sections 1.704-2(f) and (g) and the “partner nonrecourse debt minimum gain chargeback” set forth in Treasury Regulation Section 1.704-2(i)(4) (which shall apply as provided in those regulations); and (v) any allocations made pursuant to Section 7.1(d)(i) or (ii) shall be taken into account in allocating items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations to each Member Nonrecourse Debt shall be equal to which the net amount that would have been allocated to each such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(iif such allocations under Section 7.1(d)(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss(ii) had not occurred.
Appears in 1 contract
Sources: Operating Agreement
Special Allocations. The following special allocations shall be made in the following order:
(a) Notwithstanding any other provision of this AgreementAgreement to the contrary, if in any Fiscal Year there is a net decrease in Partnership Minimum Gain, then each Partner shall first be allocated items of Partnership income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to the following allocations portion of such Partners' share of the net decrease in Partnership Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(g). As provided in Treasury Regulations Section 1.704-2(j), income of the Partnership allocated for any Fiscal Year under this Section 6.5(a) shall consist first of items of book gain recognized from the disposition of Partnership property subject to Nonrecourse Liabilities to the extent of the decrease in Partnership Minimum Gain that is attributable to such disposition, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership's other items of gross income for each Fiscal Year or other period:such taxable year.
(ib) Notwithstanding any other provision of this Agreement to the contrary, except as specified in Section 6.046.5(a), if in any Fiscal Year there is a net decrease in Company Partner Minimum Gain during any taxable periodGain, then each Member Partner shall first be allocated items of Company Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal Years) in an amount equal to the manner and amounts portion of such Partners' share of the net decrease in such Partner Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(i). As provided in Treas. Reg. §Treasury Regulations Section 1.704-2(f2(j), (g)(2) and (j). For purposes income of the Partnership allocated for any Fiscal Year under this Section 6.04, each Member’s Capital Account 6.5(b) shall be determined and consist first of items of book gain recognized from the allocation disposition of income or gain required hereunder shall be effected, prior Partnership property subject to Partner Nonrecourse Debt to the application extent of any other allocations pursuant to this Article 6 with respect the decrease in Partner Minimum Gain that is attributable to such disposition, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership's other items of gross income for such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewithyear.
(iic) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in In the event any Member Partner unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. §Sections 1.704-1(b)(2)(ii)(d)(4), (51.704-1(b)(2)(ii)(d)(5) or (6)1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulations, items of Company Partnership income and gain shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the deficit balanceAdjusted Capital Account Deficit, if any, in its of such Partner as quickly as possible, provided that an allocation pursuant to this Section 6.5(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account created by such adjustments, Deficit after all other allocations or distributions provided for in this Article VI have been tentatively made as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(iif this Section 6.5(c) and 6.04(a)(ii)were not in the Agreement.
(ivd) In the event any Member a Limited Partner (who is not also a General Partner) has a deficit balance in its Adjusted Capital Account at the end of any taxable periodFiscal Year that is in excess of the sum of (i) the amount the Limited Partner is obligated to restore pursuant to any provision of this Agreement, such Member and (ii) the amount the Limited Partner is deemed to be obligated to restore pursuant to Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations, the Limited Partner shall be specially allocated items of Company gross Partnership income and gain in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv6.5(d) shall be made only if and to the extent that such Member the Limited Partner would have a deficit balance in its Adjusted Capital Account in excess of such sum after all other allocations provided for in this Section 6.04(a) Article VI have been tentatively made as if Section 6.5(c) hereof and this Section 6.04(a)(iv6.5(d) were not in this the Agreement.
(ve) Nonrecourse Deductions for To the extent an adjustment to the adjusted tax basis of any taxable period Partnership asset is required pursuant to Code Section 732(d), Code Section 734(b) or Code Section 743(b), the Capital Accounts of the Partners shall be allocated adjusted pursuant to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Section 1.704-2(i1(b)(2)(iv)(m) or Treas. Reg. §1.704-2(k). If more than one Member bears of the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of LossTreasury Regulations.
Appears in 1 contract
Sources: Limited Partnership Agreement (U S Restaurant Properties Inc)
Special Allocations. (a) Notwithstanding any other provision of this AgreementSection 5.1, the following special allocations shall be made for each Fiscal Year or other periodin the following order:
(a) Profits and Losses and items thereof will be allocated as though this Agreement contained (and there is hereby incorporated herein by reference):
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §provision that complies with the requirements of Sections 1.704-2(d) and 1.704-2(f) and shall be interpreted consistently therewith.
of the Treasury Regulations; (ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §provision that complies with the requirements of Section 1.704-2(i)(4) of the Treasury Regulations; and shall be interpreted consistently therewith(iii) a qualified income offset provision that complies with the requirements of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.
(iiib) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Any Member Nonrecourse Deductions for any taxable fiscal year or other period shall will be specially allocated 100% to the Member that Member(s) who bears the Economic Risk economic risk of Loss loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Regulations Section 1.704-2(i2(i)(1) and (2).
(c) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or Treas. Reg. §Section 743(b) of the Code is required, pursuant to Section 1.704-2(k). If more than one Member bears 1(b)(2)(iv)(m) of the Economic Risk Treasury Regulations, to be taken into account in determining Capital Accounts, the amount of Loss with respect such adjustment to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated between or among such to the Members in accordance a manner consistent with the ratios manner in which they share their Capital Accounts are required to be adjusted pursuant to such Economic Risk Section of Lossthe Regulations.
(d) The allocations set forth in this Section 5.2 (the "Regulatory Allocations") are intended to comply with certain provisions of Sections 1.704-1 and 1.704-2 of the Treasury Regulations. Notwithstanding any other provisions of this Agreement, the Regulatory Allocations shall be taken into account in allocating Profits and Losses and other items of income and deduction among the Members and Assignees so that, to the extent possible, the net amount of such allocations of Profits and Losses, other items of income, gain, loss and deduction, and the Regulatory Allocations to each Member or Assignee shall be equal to the net amount that would have been allocated to each Member or Assignee if the Regulatory Allocations had not occurred.
(e) Notwithstanding the allocations provided for in this Article V, each of the Members agrees that the Tax Matters Partner is authorized to make such special allocations of items of income, gain, loss or deduction as may be necessary to eliminate the effects of any special allocations or adjustments to the Capital Accounts of the Members pursuant to Section 704(b) of the Code and any regulations promulgated thereunder, including, without limitation, any allocation made pursuant to Regulatory Allocations which are applied to the Company but which Regulatory Allocations would cause the Capital Account balances of the Members to not properly reflect the distributions which would be made to the Members if the Company were liquidated.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Blue Rhino Corp)
Special Allocations. (a) Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04Article IV, if there is a net decrease in Company Partnership Minimum Gain during any taxable periodfiscal year, then each Member Partner shall be allocated items such amount of Company income and gain for such period year (andand subsequent years, if necessary, subsequent periods) determined under and in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §by Sections 1.704-2(f) and shall be interpreted consistently therewith(g) of the Regulations as is necessary to meet the requirements for a chargeback of Partnership Minimum Gain as provided in that Regulation.
(iib) Partner Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding the any other provisions provision of this Article IV except Section 6.04 (other than 6.04(a)(i) above4.3(a), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any taxable periodfiscal year, any Member with Partner who has a share of Member the Partner Nonrecourse Debt Minimum Gain at attributable to such Partner Nonrecourse Debt determined in accordance with Section 1.704-2(i)(5) of the beginning of such taxable period Regulations, shall be allocated items such amount of Company income and gain for such period year (andand subsequent years, if necessary, subsequent periods) determined under and in the manner and amounts provided in Treas. Reg. §required by Section 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation Regulations as is necessary to meet the requirements for a chargeback of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) Partner Nonrecourse Debt Minimum Gain as is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement provided in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewiththat Regulation.
(iiic) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member Qualified Income Offset. If a Partner unexpectedly receives any adjustments, allocations adjustment. allocation or distributions distribution described in Treas. Reg. §Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) of the Regulations, items of Company Partnership income and gain shall be specially specifically allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury the Regulations, any deficit in the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount Balance of such excess Partner as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(ivSubsection (c) shall be made only if and to the extent that such Member Partner would have a deficit balance in its the Adjusted Capital Account Balance after all other allocations provided for in Section 4.2 and this Section 6.04(a) 4.3 of this Agreement tentatively have been tentatively made as if this Section 6.04(a)(ivSubsection (c) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Cheniere Energy Inc)
Special Allocations. (a) Notwithstanding Prior to any other provision of this Agreementallocations required pursuant to Section 4.06(a) hereof, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member Members shall be allocated items of Company income and gain for such period income, gain, loss or deduction that would be required to be so allocated under (and, if necessary, subsequent periodsi) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Section 1.704-2(f2(t) and (g) (relating to allocations required in connection with a minimum gain chargeback), (g)(2ii) and Treasury Regulation Section 1.704-2(i) (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain relating to allocations required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 in connection with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership a partner minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) abovechargeback), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6)) and Treasury Regulation Section 1.704-1 (relating to allocations required in connection with a qualified income offset) and (iv) as otherwise required pursuant to Section 704(b) of the Code and the Treasury Regulations promulgated thereunder.
(b) The allocations set forth above in Section 4.06(b) and Section 4.07(a) (collectively, items the “Regulatory Allocations”) are intended to comply with certain requirements of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminatethe Treasury Regulations. It is the intent of the Members that, to the extent required by such Treasury Regulationspossible, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member all Regulatory Allocations shall be specially allocated offset either with other Regulatory Allocations or with special allocations of other items of Company gross income and gain in the amount of such excess as quickly as possible; providedincome, howevergain, that an allocation loss or deduction pursuant to this Section 6.04(a)(iv) 4.07(b). Therefore, notwithstanding any other provisions of this Article 4 (other than the Regulatory Allocations), the Board of Managers shall be made only if and make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent that possible, equal to the Capital Account balance such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as had if this Section 6.04(a)(iv) the Regulatory Allocations were not in part of this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be Agreement and all Company items were allocated pursuant to this Article 4 without regard to the Members in accordance with their Percentage InterestsRegulatory Allocations.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Bioventus Inc.)
Special Allocations. (aThe following special allocations shall be made in the following order:
A. Any “nonrecourse deductions” shall be allocated among the Members in accordance with their Percentage Interests.
B. For purposes of determining the Members’ respective shares of “excess nonrecourse liabilities” of the Company under Treasury Regulations Section 1.752-3, each Member’s “percentage interest in partnership profits” shall be equal to such Member’s Percentage Interest.
C. Except as otherwise provided in Section 1.704-2(f) Notwithstanding of the Regulations, notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04Article 9, if there is a net decrease in Company Minimum Gain “partnership minimum gain” during any Company taxable periodyear, each Member shall be specially allocated items of Company income and gain for such period taxable year (and, if necessary, subsequent periodsyears) in an amount equal to such Member’s share of the manner and amounts provided net decrease in Treas. Reg. §“partnership minimum gain,” determined in accordance with Regulations Section 1.704-2(f), (g)(2) and (j2(g). For purposes of this Section 6.04, Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member’s Capital Account Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable periodRegulations. This Section 6.04(a)(i9.6(c) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.
(iiD. Except as otherwise provided in Section 1.704-2(i)(4) Notwithstanding of the Regulations, notwithstanding any other provisions provision of this Section 6.04 (other than 6.04(a)(i) above)Article 9, if there is a net decrease in Member Nonrecourse Debt Minimum Gain “partner nonrecourse debt minimum gain” attributable to a “partner nonrecourse debt” during any Company taxable periodyear, any each Member with who has a share of Member Nonrecourse Debt Minimum Gain at the beginning “partner nonrecourse debt minimum gain” attributable to such “partner nonrecourse debt,” determined in accordance with Section 1.704-2(i)(5) of such taxable period the Regulations, shall be specially allocated items of Company income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to such Member’s share of the manner and net decrease in “partner nonrecourse debt minimum gain” attributable to such “partner nonrecourse debt,” determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts provided required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in Treas. Reg. §accordance with Sections 1.704-2(i)(4) and (j)(2). For purposes 1.704-2(j)(2) of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable periodRegulations. This Section 6.04(a)(ii9.6(d) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.
(iiiE. Any “partner nonrecourse deductions” for any taxable year shall be specially allocated to the Member who bears the economic risk of loss with respect to the ‘partner nonrecourse debt” to which such “partner nonrecourse deductions” are attributable in accordance with Regulations Section 1.704-2(i)(1).
F. The allocation contained in this Section 9.6(f) Except is intended to be a “qualified income offset” as provided defined in Sections 6.04(a)(iTreasury Regulations Section 1.704-1(b)(2)(ii)(d) and 6.04(a)(ii) above, shall be interpreted in a manner consistent with such regulation. After giving effect to the event any Member unexpectedly receives any adjustments, other allocations or distributions described set forth in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6)this Section 9.6, items of Company gross income and gain shall be specially allocated to such each Member in an amount and manner sufficient to eliminate, as quickly as possible, any deficit in such Member’s Adjusted Augmented Capital Account to the extent required that such deficit is created or increased by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such any unexpected adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(iidescribed in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4)-(6).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Operating Agreement (Bluerock Residential Growth REIT, Inc.)
Special Allocations. (a) Notwithstanding any other provision provisions of this AgreementSection 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each Fiscal Year or other taxable period:
(i) Notwithstanding any other provision of this Section 6.046.1, if there is a net decrease in Company Minimum Gain attributable to a Series during any taxable periodyear, each Member Partner of such Series shall be allocated items of Company income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(2) and (jj)(2)(i). For purposes of this Section 6.046.1(b), each MemberPartner’s Adjusted Capital Account balance for such Series shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1 with respect to such taxable periodyear. This Section 6.04(a)(i6.1(b)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(iSection 6.1(b)(i) above), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable periodyear, any Member Partner with a share of Member such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Company income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and (j)(2j)(2)(ii). For purposes of this Section 6.046.1(b), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a)6.1, other than Section 6.04(a)(i6.1(b)(i) above, with respect to such taxable periodyear. This Section 6.04(a)(ii6.1(b)(ii) is intended to comply with the Member partner nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i6.1(b)(i) and 6.04(a)(ii6.1(b)(ii) above, in the event any Member Partner unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treas. Reg. §Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) attributable to a Series, items of Company income and gain of such Series shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury RegulationsRegulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustmentsadjustment, allocations allocation or distributions distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 6.04(a)(ii)shall be interpreted consistently therewith.
(iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii):
(A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners or Series EA Partners pursuant to Section 6.2(c) or Section 6.3(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners or Series EA Partners, as applicable, pursuant to Section 6.2(c) or Section 6.3(c) for such taxable year and all prior taxable years; and
(B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.4(c) for such taxable year and all prior taxable years.
(C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.4(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.4(d) for such taxable year and all prior taxable years.
(v) In the event any Member Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable periodyear, such Member Partner shall be specially allocated items of Company gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv6.1(b)(v) shall be made only if and to the extent that such Member Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.04(a6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.04(a)(iv6.1(b)(v) were not in this Agreement.
(vvi) Nonrecourse Deductions attributable to a Series for any taxable period year shall be allocated to the Members Partners of such Series in accordance with their Percentage InterestsInterests for such Series.
(vivii) Member Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable period year shall be allocated 100% to the Member Partner that bears the Economic Risk of Loss with respect to the Member Partner Nonrecourse Debt to which such Member Partner Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Treasury Regulation Section 1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member Partner bears the Economic Risk of Loss with respect to a Member Partner Nonrecourse Debt, Member Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Members Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.
(viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.
Appears in 1 contract
Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each Member’s Partner's Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each Member’s Partner's Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in Qualified Income Offset. In the event any Member Partner unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) 1.704-1(b)(2)(ii)(d)(5), or (61.704-1(b)(2)(ii)(d)(6), items of Company Partnership income and gain shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such the Treasury RegulationsRegulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(iSection 6.1(d)(i) and 6.04(a)(iior (ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Martin Midstream Partners Lp)
Special Allocations. (a) Notwithstanding The following special allocations shall be made in the following order:
4.4.1 In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this AgreementArticle 4, the following each Partner shall receive such special allocations shall be made for each Fiscal Year or other period:of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2.
(i) Notwithstanding 4.4.2 Subject to Section 4.4.1, but notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6)4, items of Company income and gain shall be specially allocated to such Member the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such “qualified income offset” requirement of Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(iiRegulations Section 1.704-1(b)(2)(ii)(d)(3).
(iv) 4.4.3 In the event any Member that a Partner has a deficit balance in its Adjusted Capital Account balance at the end of any taxable periodfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Member Partner shall be specially allocated items of Company gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.04(a)(iv) 4.4.3 shall be made only if and to the extent that such Member a Partner would have a deficit Capital Account balance in its Adjusted Capital Account excess of such sum after all other allocations provided for in this Section 6.04(a) Article 4 have been tentatively made as if this Section 6.04(a)(iv) 4.4.3 were not in this Agreement.
(v) 4.4.4 Partner Nonrecourse Deductions for any taxable period shall be specially allocated to the Members Partners in accordance with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt.
4.4.5 Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their respective Percentage Interests.
(vi) Member Nonrecourse Deductions for 4.4.6 The amounts of any taxable period Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 4.4 shall be allocated 100% determined by applying rules analogous to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable those set forth in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of LossSection 1.1.71 as modified by Sections 1.1.71.1 through 1.1.71.5.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.045.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 5.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and 1.704-2(j)(2) (ji), or any successor provision. For purposes of this Section 6.045.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 5.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 5.1 (d)(v) and (vi)). This Section 6.04(a)(i5.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 5.1 (other than 6.04(a)(iSection 5.1(d) above(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(2)1.704-2(j)(2)00, or any successor provisions. For purposes of this Section 6.045.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a5.1(d), other than Section 6.04(a)(i5.1(d)(i) aboveand other than an allocation pursuant to Sections 5.1(d)(v) and (vi), with respect to such taxable period. This Section 6.04(a)(ii5.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §1.704Treasury Regulation Section 1.7041-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Ferrellgas Partners Finance Corp)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if If there is a net decrease in Company Minimum Gain during any taxable periodFiscal Year, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement provisions described in Treas. Reg. §Treasury Regulations § 1.704-2(f) and (g) shall be interpreted consistently therewithapply.
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if If there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable periodFiscal Year, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt partner minimum gain chargeback requirement provisions described in Treas. Reg. §Treasury Regulations § 1.704-2(i)(42(i) and shall be interpreted consistently therewithapply.
(iiic) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any If a Member unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions Distribution described in Treas. Reg. §Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminatewhich adjustment, to the extent required by such Treasury Regulationsallocation, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has distribution creates or increases a deficit balance in its Adjusted that Member’s [Adjusted] Capital Account at Account, the end of any taxable period, such Member shall be specially allocated items of Company gross “qualified income and gain offset” provisions described in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(ivTreasury Regulations § 1.704-1(b)(2)(ii)(d) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreementapply.
(vd) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with proportion to their Percentage Interestsrespective Percentages.
(vie) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member Members as required by Treasury Regulations § 1.704-2(i)(1).
(f) The special allocations in this Section 6.4 are intended to comply with certain requirements of the Treasury Regulations and shall be interpreted consistently therewith. The Members intend that bears any special allocation pursuant to this Section 6.4 shall be offset with other special allocations pursuant to this Section 6.4. Accordingly, special allocations of income, gain, loss, or deduction shall be made in such manner that, in the Economic Risk reasonable determination of Loss with respect Manager, taking into account likely future allocations under this Section 6.4, after such allocations are made, each Member’s Capital Account is, to the Member Nonrecourse Debt extent possible, equal to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk Capital Account it would have been were this Section 6.4 not part of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Lossthis Agreement.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Kennedy-Wilson Properties (IL))
Special Allocations. Notwithstanding any provisions of Section 5.1, the following special allocations shall be made, to the least extent necessary to satisfy section 704(b) of the Code and the Regulations promulgated thereunder, in the following order:
(a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
Minimum Gain Chargeback (i) Notwithstanding any other provision of this Section 6.04, if Nonrecourse Liabilities). If there is a net decrease in Company Partnership Minimum Gain during for any taxable periodLLC fiscal year (except as a result of conversion or refinancing of LLC Indebtedness, certain capital contributions or revaluation of the LLC property as further outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Member shall be specially allocated items of Company LLC income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to that Member's share of the manner and amounts provided net decrease in TreasPartnership Minimum Gain. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account The items to be so allocated shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 in accordance with respect to such taxable periodRegulation Section 1.704-2(f)(6). This Section 6.04(a)(iparagraph
(a) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to those paragraph (a) shall be made in proportion to the respective amounts required to be allocated to each partner pursuant hereto.
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in Member Minimum Gain Attributable to Partner Nonrecourse Debt Minimum Gain during any taxable periodfiscal year (other than due to the conversion, any refinancing or other change in the debt instrument causing it to become partially or wholly nonrecourse, certain capital contributions, or certain revaluations of Partnership property (as further outlined in Regulation Section 1.704-2(i)(4)), each Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be specially allocated items of Company LLC income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to the manner and amounts provided Member's share of the net decrease in Treasthe Minimum Gain Attributable to Member Nonrecourse Debt. Reg. §The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(iiparagraph (b) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. §1.704-2(i)(4) said section of the Regulations and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation Allocations pursuant to this Section 6.04(a)(ivparagraph (b) shall be made only if and in proportion to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall respective amounts required to be allocated to the Members in accordance with their Percentage Interestseach Partner pursuant hereto.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Special Allocations. (a) Notwithstanding Section 7.02 hereof, in the event the Distribution Date occurs after January 1 and on or before October 1 in any other provision taxable year, the allocations of Profits or Losses for the taxable year during which the Distribution Date occurs shall be determined separately for the period beginning on January I and ending on the last day of the calendar quarter during which the Distribution Date occurs and the period beginning on the first day of the succeeding calendar quarter and ending on December 31, as though each such period were a separate taxable period for purposes of this Agreement, the following allocations .
(b) All determinations of Profits or Losses for any period or periods within a taxable year pursuant to Section 7.03(a) hereof shall be made by the General Partner, in its sole and absolute discretion, on the basis of any method selected by the General Partner and permitted by the Code.
(c) Gains for each Fiscal Year any taxable year or other periodperiod arising from the liquidation of the assets of the Partnership shall be allocated in the following order and priority:
(i) Notwithstanding any other provision First, to the extent such gains do not exceed the sum of this Section 6.04the negative Capital Account balances, if there is a net decrease in Company Minimum Gain during any any, of all Partners, if any, whose balances are negative (after taking into account all other allocations under this Agreement for, and all contributions and all distributions pursuant to Section 6.01 during, such taxable year or period), each Member such gains shall be allocated items of Company income and gain for to such period Partners in proportion to such negative balances, until all such balances have been restored to zero; and
(andii) The balance, if necessaryany, subsequent periodsshall be allocated in such manner as shall, as nearly as possible, cause the total allocations of gains pursuant to section 7.03(c)(i) and this Section 7.03(c)(ii) for all taxable years or other periods to be in the manner and amounts proportions provided in Treas. Reg. §1.704-2(f)Section 7.02 for the taxable year or other period for which the allocation is being made; provided, (g)(2) and (j)however, that if the liquidation of the assets of the Partnership results from the Lessor or its successor purchasing Property from the Partnership pursuant to the purchase option contained in the Lease Agreement, the balance, if any, of such gains shall instead be allocated entirely to the Regular Limited Partners in proportion to their Regular Units. For purposes of this Section 6.047.03(c), each Member’s Capital Account gains shall be include any gains which would have been realized by the Partnership on the sale of assets distributed in kind to Partners pursuant to Section 13.03 hereof, determined with reference to the fair market value and the allocation adjusted tax basis of such property for Federal income or gain required hereunder shall be effected, tax purposes immediately prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewithdistribution.
(iid) Notwithstanding The Partners are aware of the other economic and income tax consequences of the allocations made by this Agreement and hereby agree to be bound by the provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease Agreement in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share reporting their shares of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain loss for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewithtax purposes.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Zond Windsystem Partners LTD Series 85 C)
Special Allocations. (a) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, the following special allocations shall be made as follows:
(a) All Nonrecourse Deductions for each Fiscal Year or other period:shall be allocated to the Partners in proportion to their respective Percentage Interests. For purposes of Treasury Regulation Section 1.752-3, all excess nonrecourse liabilities of the Partnership will be allocated between the Partners in proportion to their respective Percentage Interests.
(ib) Notwithstanding any other provision Any items of this Section 6.04income, if loss, gain or deduction that are attributable to Partner Nonrecourse Debt shall be allocated to those Partners who bear the economic risk of loss for such debt in accordance with Treasury Regulation §1.704-2(i).
(c) If there is a net decrease in Company Minimum Gain during for a taxable year of the Partnership, then, unless and except to the extent that the exceptions provided in Treasury Regulations §1.704-2(f)(2) through (5) are applicable, before any other allocation is made for such taxable periodyear, each Member Partner shall be allocated items of Company income and gain for such period year (and, if necessary, for subsequent periodsyears) in an amount equal to the manner and amounts provided portion of such Partner’s share of the net decrease in Treas. Reg. Minimum Gain, as such share is determined in accordance with Treasury Regulations §1.704-2(f), (g)(2) and (j2(g)(2). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(isubsection (c) is intended to comply with the partnership qualify as a “minimum gain chargeback requirement in Treas. Reg. chargeback” under Treasury Regulation §1.704-2(f2(f)(1) and shall be interpreted consistently in a manner consistent therewith.
(iid) Notwithstanding To the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during extent that any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member Partner unexpectedly receives any adjustmentsadjustment, allocations allocation, or distributions distribution described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4subparagraphs (4), (5) ), or (6) of Treasury Regulation §1.704-1(b)(2)(ii)(d), which adjustment, allocation or distribution creates or increases a deficit in that Partner’s Capital Account, then, items of Company Partnership income and gain shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, eliminate the deficit balance, if any, balance in its Adjusted Capital Account created by such adjustment, allocation, or distribution as quickly as possible. Any special allocations of items of income or gain pursuant to this provision shall be taken into account in computing subsequent allocations of Profits so that the net amount of any items so allocated and the Profits, Losses and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each such Partner pursuant to the other provisions of this Agreement if such unexpected adjustments, allocations or distributions had not occurred. The foregoing is intended to qualify as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In a “qualified income offset” within the event any Member has a deficit balance in its Adjusted Capital Account at the end meaning of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. Treasury Regulation §1.704-2(i1(b)(2)(ii)(d) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto and shall be allocated between or among such Members applied in accordance a manner consistent with the ratios in which they share such Economic Risk of Lossthat Treasury Regulation.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Brandywine Operating Partnership Lp /Pa)
Special Allocations. The following special allocations shall be made in the following order:
(a) Notwithstanding Except as otherwise provided in Regulations Section 1.704-2(f), and notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04Article VIII, if there is a net decrease in Company Partnership Minimum Gain during any taxable periodFiscal Year, each Member Partner shall be specially allocated items of Company Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal Years) in an amount equal to such Partner's share of the manner and amounts provided net decrease in Treas. Reg. §Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(f), (g)(2) and (j2(g). For purposes of this Section 6.04, each Member’s Capital Account The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period1.704-2(j)(2). This Section 6.04(a)(i8.6(a) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
(iib) Notwithstanding the Except as otherwise provided in Regulations Section 1.704-2(i)(4), and notwithstanding any other provisions provision of this Section 6.04 (other than 6.04(a)(i) above)Article VIII, if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any taxable periodPartnership Fiscal Year, any Member with each Partner who has a share of Member the Partner Nonrecourse Debt Minimum Gain at the beginning of attributable to such taxable period Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company Partnership income and gain for such period Fiscal Year (and, if necessary, subsequent periodsFiscal Years) in an amount equal to such Partner's share of the manner and amounts provided net decrease in TreasPartner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Reg. §The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and (j)(21.704-2(i)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii8.6(b) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iiic) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in In the event any Member Partner unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. §Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) 1.704-1(b)(2)(ii)(d)(5), or (61.704-1(b)(2)(ii)(d)(6), items of Company Partnership income and gain shall be specially allocated to each such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury the Regulations, the deficit balance, if any, in its Adjusted Capital Account created by Deficit of such adjustments, allocations or distributions Partner as quickly as possible unless such deficit balance is otherwise eliminated possible, provided that an allocation pursuant to Sections 6.04(a)(ithis Section 8.6(c) shall be made only if and 6.04(a)(ii)to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made, as if this Section 8.6(c) were not in this Agreement.
(ivd) In the event any Member Partner has a deficit balance in its an Adjusted Capital Account Deficit at the end of any taxable periodPartnership Fiscal Year, each such Member Partner shall be specially allocated items of Company gross Partnership income and gain in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv8.6(d) shall be made only if and to the extent that such Member Partner would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Section 6.04(a) Article VIII have been tentatively made as if Section 8.6(c) hereof and this Section 6.04(a)(iv8.6(d) were not in this Agreement.
(ve) Partnership Nonrecourse Deductions for any taxable period Fiscal Year shall be allocated among the Partners in proportion to the Members in accordance with their respective Percentage Interests.
(vif) Member Any Partner Nonrecourse Deductions for any taxable period Fiscal Year shall be specially allocated 100% to the Member that Partner who bears the Economic Risk economic risk of Loss loss with respect to the Member Partner Nonrecourse Debt to which such Member Partner Nonrecourse Deductions are attributable attributable, in accordance with Treas. Reg. §Regulations Section 1.704-2(i2(i)(1).
(g) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its interest in the Partnership, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or Treas. Reg. §1.704-2(k). If more than one Member bears loss (if the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto adjustment decreases such basis) and such gain or loss shall be specifically allocated between or among to the Partner to whom such Members in accordance with the ratios in which they share such Economic Risk of Lossdistribution was made.
Appears in 1 contract
Sources: Limited Partnership Agreement (Hines Real Estate Investment Trust Inc)
Special Allocations. (a) Notwithstanding any other provision of this AgreementSection 5.2, the following special allocations shall be made for each Fiscal Year or other taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.045.2, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §U.S. Treasury Regulations Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.045.2(b)(i), each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a5.2(b) with respect to such taxable period (other than an allocation pursuant to Sections 5.2(b)(iii) and (iv)). This Section 5.2(b)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in U.S. Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 5.2 (other than Section 5.2(b)(i)), except as provided in U.S. Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in U.S. Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 5.2(b)(ii), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 5.2(b), other than Section 6.04(a)(i5.2(b)(i) aboveand other than an allocation pursuant to Sections 5.2(b)(v) and (vi), with respect to such taxable period. This Section 6.04(a)(ii5.2(b)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §U.S. Treasury Regulations Section 1.704-2(i)(42(i) (4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
"partner nonrecourse deductions" (i) Notwithstanding any other provision of this as defined in Regulations Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f2(i), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In of the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member LLC shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that Member who bears the economic risk of loss with respect to the debt to which such Member would have a deficit balance deductions are attributable in its Adjusted Capital Account after all other allocations provided accordance with Regulations Section 1.704-2(i), and "nonrecourse deductions" (as defined in this Regulations Section 6.04(a1.704-2(b)(1)) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period of the LLC shall be allocated to the Members in accordance with their Percentage Interests and "excess nonrecourse liabilities" (as defined in Regulations Section 1.752-3(a)), if any, of the LLC shall be allocated to the Members in accordance with their respective Percentage Interests.
(vib) Member Nonrecourse Deductions for This Agreement shall be deemed to include "qualified income offset," "minimum gain chargeback" and "partner nonrecourse debt minimum gain chargeback" provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any taxable period other provision of this Agreement, items of income, gain, loss, and deduction shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect Members to the extent and in the manner required by such provisions.
(c) To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member Nonrecourse Debt hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year, or other period, to which such Net Loss, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto and instead shall be allocated between or among such to the Members in accordance with Section 6.02 as if such Member were not a Member.
(d) Subject to the ratios provisions of Section 6.07, any allocations required to be made pursuant to Section 6.03(a), Section 6.03(b) and Section 6.03(c) (the "Regulatory Allocations") (other than allocations, the effect of which are likely to be offset in the future by other special allocations) shall be taken into account, to the extent permitted by the Regulations, in computing subsequent allocations of income, gain, loss or deduction pursuant to Section 6.02 so that the net amount of any items so allocated and all other items allocated to such Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.02 had such Regulatory Allocations under this Section 6.03 not occurred.
(e) Notwithstanding anything to the contrary contained herein, each Member shall be allocated for each taxable year, or portion thereof, an amount of gross income and gain (consisting of a pro rata portion of each item of LLC income and gain and, if necessary, income and gain from subsequent years) equal to the amount of distributions received by such Member pursuant to Section 6.05(b)(ii) in respect of such taxable year.
(f) It is intended that prior to a distribution of the proceeds from a liquidation of the LLC pursuant to the provisions of Section 11.03, the positive Capital Account balance of each Member shall be equal to the amount that such Member would receive if liquidation proceeds were distributed in accordance with the provisions of Section 6.05(c). Accordingly, notwithstanding anything to the contrary in this Article VI (other than Section 6.07), to the extent permissible under Code Section 704(b) and the Regulations promulgated thereunder and subject to compliance with the Fractions Rule, Net Income and Net Loss and, if necessary, items of gross income and gross deductions, of the LLC for the year of liquidation of the LLC (or, if earlier, the year in which they share all or substantially all of the LLC assets are sold, transferred or disposed of) shall be allocated among the Members so as to bring the positive Capital Account balance of each Member as close as possible to the amount that such Economic Risk Member would receive if the LLC were liquidated and all of Lossthe net proceeds from such liquidation were distributed in accordance with the provisions of Section 6.05(c).
Appears in 1 contract
Sources: Operating Agreement (Reckson Operating Partnership Lp)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) aboveSection 5.3(d), in the event any Member Limited Partner who is not also a General Partner unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) of the Regulations which create or increase an Adjusted Capital Account Deficit for such Limited Partner, items of Company Partnership income and gain shall be specially allocated to each such Member Limited Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury the Regulations, the deficit balance, if any, in its any Adjusted Capital Account created by Deficit of such adjustments, allocations or distributions Limited Partner as quickly as possible unless such deficit balance possible. This Section 5.3(a) is otherwise eliminated pursuant intended to Sections 6.04(a)(icomply with the “qualified income offset” provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and 6.04(a)(ii)shall be interpreted consistently therewith.
(ivb) In the event the adjusted tax basis of any Member Code Section 38 property that has been placed in service by the Partnership is increased pursuant to Code Section 48(q), such increase shall be specially allocated among the Partners (as an item in the nature of income or gain) in the same proportions as the investment tax credit that is recaptured with respect to such property is shared among the Partners.
(c) Except as provided in Section 5.3(d), in the event any Limited Partner who is not also a deficit balance in its General Partner has an Adjusted Capital Account Deficit at the end of any taxable periodPartnership fiscal year, such Member Limited Partner shall be specially allocated items of Company gross Partnership income and gain in the amount of such excess Adjusted Capital Account Deficit as quickly as possible; provided.
(d) Notwithstanding any other provision of this Article V, howeverif there is a net decrease in Partnership Minimum Gain during any Partnership fiscal year, that each Limited Partner who would otherwise have an Adjusted Capital Account Deficit at the end of such year shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount and manner sufficient to eliminate such Adjusted Capital Account Deficit as quickly as possible. This allocation shall be made prior to any other allocations for such year. The items to be so allocated shall be determined in accordance with Section 1.704-1(b)(4)(iv)(e) of the Regulations. This Section 5.3(d) is intended to comply with the minimum gain chargeback requirement in such section of the Regulations and shall be interpreted consistently therewith.
(e) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to this Code Section 6.04(a)(iv734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Regulations.
(f) Any reduction in the adjusted tax basis (or cost) of Partnership Code Section 38 property pursuant to Code Section 48(q) shall be made only if and specially allocated among the Partners (as an item in the nature of expenses or losses) in the same proportions as the basis (or cost) of such property is allocated pursuant to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Regulations Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement1.46-3(f)(2)(i).
(vg) Nonrecourse Deductions for any taxable fiscal year or other period shall be allocated among the General Partner and the Limited Partners in proportion to the Members in accordance with their Percentage Interestsrespective Capital Contributions.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Everflow Eastern Partners Lp)
Special Allocations. (a) Notwithstanding any other provision of this AgreementThe following special allocations shall, except as otherwise provided, be made in the following allocations shall be made for each Fiscal Year or other periodorder:
(i) Notwithstanding Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this Section 6.0415, if there is a net decrease in Company Minimum Gain partnership minimum gain or partner nonrecourse debt minimum gain (within the meaning of Treasury Regulations Section 1.704-2) during any taxable period, each Member shall be allocated items of Company income and gain for such taxable period (and, if necessary, subsequent taxable periods) shall be allocated among the Members in the manner and amounts provided in Treas. Reg. §accordance with Treasury Regulations Section 1.704-2(d), 1.704-2(f), (g)(21.704-2(g) and (j1.704-2(i). For purposes of this Section 6.04The items to be so allocated, each Member’s Capital Account and the order in which such items must be allocated, shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 in accordance with respect to such taxable periodTreasury Regulations Section 1.704-2(j)(2). This Section 6.04(a)(i15(c)(i) is intended to comply with the partnership minimum gain chargeback requirement requirements set forth in Treas. Reg. §Treasury Regulations Section 1.704-2(f) 2 and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event If any Member unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions distribution described in Treas. Reg. §Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then items of Company income and gain shall be specially specifically allocated to such Member in an amount accordance with the requirements of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). This Section 15(c)(ii) is intended to comply with the “qualified income offset” provision of the Regulation last cited and manner sufficient to eliminate, to shall be interpreted consistently therewith.
(iii) Nonrecourse deductions (within the extent required by such meaning of Treasury Regulations, Regulations Section 1.704-2(b)(1)) for any fiscal year or other period shall be allocated among the deficit balance, if any, Members under Treasury Regulations Section 1.704-2(e) in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii)accordance with the Members’ respective Units.
(iv) In Any partner nonrecourse deduction (within the event any Member has a deficit balance in its Adjusted Capital Account at the end meaning of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Treasury Regulations Section 6.04(a)(iv1.704-2(i)) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that potentially bears the Economic Risk an economic risk of Loss loss with respect to the Member Nonrecourse Debt partner nonrecourse debt (within the meaning of Treasury Regulations Section 1.704-2(b)(4)) to which such Member Nonrecourse Deductions partner nonrecourse deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debtattributable, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members all in accordance with the ratios in which they share such Economic Risk principles of LossTreasury Regulations Section 1.704-2(i)(1) and (2).
Appears in 1 contract
Special Allocations. (a) Notwithstanding any other provision the provisions of this AgreementSection 8.1, the following allocations of items of income, gain, loss or deduction shall be made for each Fiscal Year or other periodmade:
(ia) Notwithstanding If in any other provision of this Section 6.04, if taxable year there is a net decrease in Company the amount of the Company’s Minimum Gain during any taxable periodGain, each Member shall be allocated items of Company income and gain for such period that year (and, if necessary, subsequent periodsyears) equal to that Member’s share of the net decrease in such Minimum Gain (within the manner and amounts provided in Treas. Reg. §meaning of Treasury Regulation Section 1.704-2(f2(g)(2), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account The items to be so allocated shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 in accordance with respect to such taxable periodTreasury Regulation Section 1.704-2(j). This Section 6.04(a)(i8.2(a) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) 2 and shall be interpreted consistently therewith.
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above)If, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with year a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. §Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury RegulationsRegulation Section 1.704-1 (b)(2)(ii)(d), the deficit balance, if any, in its Adjusted Capital Account created by Deficit of such adjustments, allocations or distributions Member as quickly as possible unless such deficit balance is otherwise eliminated possible, provided that an allocation pursuant to Sections 6.04(a)(ithis Section 8.2(b) shall be made only if and to the extent that such Member has an Adjusted Capital Account Deficit after all other allocations provided for in this Article 8 have been tentatively made as if this Section 8.2(b) were not in the Agreement. This Section 8.2(b) is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 6.04(a)(ii)shall be interpreted consistently therewith.
(ivc) In the event If any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable periodfiscal year that is in excess of the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulation Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv8.2(c) shall be made only if and only to the extent that such Member would have a deficit balance in its Adjusted Capital Account in excess of such sum after all other allocations provided for in this Section 6.04(a) Article 8 have been tentatively made as if Section 8.2(b) and this Section 6.04(a)(iv8.2(c) were not in this the Agreement.
(vd) Nonrecourse Deductions deductions (as that term is defined in Treasury Regulation Section 1.704-2(b)(1) and 2(c)) for any taxable period fiscal year shall be specially allocated to the Members in proportion to their respective number of Units.
(e) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a Distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their Percentage Interests.
(viinterests in the Company if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) Member Nonrecourse Deductions for any taxable period shall be allocated 100% applies, or to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which whom such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §distribution was made if Treasury Regulation Section 1.704-2(i1(b)(2)(iv)(m)(4) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Lossapplies.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)
Special Allocations. Notwithstanding Sec. 3.04 and Sec. 3.08 hereof, it is the intent of the Partners that allocations of net income, gain and loss (aor items thereof) Notwithstanding any other provision of this Agreement, the following allocations Partnership shall be made for each Fiscal Year in a manner which complies with the provisions of Sections 704(b) and 704(c) of the Code and the Treasury Regulations thereunder and reflects the Partners' interests in the Partnership as determined under Treasury Regulations Section 1.704-1(b)(3). In furtherance of the foregoing, the General Partner is authorized and directed to allocate income, gain, loss or other period:
deduction in a manner which is inconsistent with Sec. 3.08 hereof to the extent necessary to comply with Sections 704(b) and 704(c) of the Code and the Treasury Regulations thereunder. In this regard, (i) Notwithstanding items of net loss and deduction attributable to Partner Nonrecourse Debt (as defined in the 704(b) Regulations) shall be allocated as provided in the 704(b) Regulations; (ii) if, in any other provision of this Section 6.04period, if there is a net decrease in Company the amount of the Partnership's Minimum Gain during any taxable period(as defined in the 704(b) Regulations), each Member or in the amount of Minimum Gain attributable to Partner Nonrecourse Debt (as defined in the 704(b) Regulations), then the Partners shall be allocated items of Company income and or gain for such period (and, if necessary, and subsequent periods) periods to the extent and in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4) as Minimum Gain Chargebacks (as defined in the 704(b) Regulations); (iii) the Partnership shall make such allocations of income as shall be interpreted consistently therewith.
required by a Qualified Income Offset provision (iias defined in the 704(b) Notwithstanding Regulations) as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d); and (iv) in no event shall net losses or deductions be allocated to a Partner if such allocation would result in such Partner having a Qualified Income Offset amount. The allocations set forth in this Sec. 3.09 (the "Regulatory Allocations") are intended to comply with certain requirements of Regulations Sections 1.704- 1(b) and 1.704-2. The Regulatory Allocations may not be consistent with the manner in which the Partners intend to make Partnership distributions. Accordingly, notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above)Article III, if there but subject to the Regulatory Allocations, the General Partner is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated hereby directed to reallocate items of Company income income, deduction, gain or loss (or items thereof) among the Partners so as to eliminate the effect of the Regulatory Allocations and gain for such period (and, if necessary, subsequent periods) in thereby cause the manner and respective amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior distributed to the application Partners to be the amounts (or as close thereto as possible) that would have been distributed if such items of income, deduction, gain or loss had been allocated without reference to the Regulatory Allocations. In general, the Partners anticipate that this will be accomplished by specially allocating other items of income, deduction, gain or loss among the Partners so that the net amount of the Regulatory Allocations and such special allocations to each such Partner is zero. The General Partner shall have discretion to accomplish this result in any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewithreasonable manner.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possibleARTICLE IV ADMISSION AND WITHDRAWALS OF PARTNERS; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.TRANSFERS
Appears in 1 contract
Sources: Limited Partnership Agreement (Healthcare Financial Partners Inc)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations Losses attributable to partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this allocated in the manner required by Treasury Regulations Section 6.04, if 1.704-2(i). If there is a net decrease during a Fiscal Year in Company Minimum Gain during any taxable periodpartner nonrecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(3)), each Member shall be allocated items of Company income and gain Profits for such period Fiscal year (and, if necessary, for subsequent periodsFiscal Years) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Intereststhe amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulations Section 1.704-2(i)(4).
(vib) If there is a net decrease in Minimum Gain during any Fiscal Year, each Member Nonrecourse Deductions for any taxable period shall be allocated 100% Profits for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulations Section 1.704-2(f). This Section 4.3(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted in a manner consistent therewith.
(c) If any Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable unexpectedly receives an adjustment, allocation, or distribution described in accordance with Treas. Reg. §Treasury Regulations Section 1.704-2(il(b)(2)(ii)(d)(4), (5) or Treas. Reg. §1.704-2(k). If more than one Member bears and (6) has an Adjusted Capital Account Deficit as of the Economic Risk end of Loss with respect to a Member Nonrecourse Debtany Taxable Year, Member Nonrecourse Deductions attributable thereto computed after the application of Section 4.3(c) but before the application of any other provision of this ARTICLE IV, then Profits for such Taxable Year shall be allocated between to such Member in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section 4.3(c) is intended to be a qualified income offset provision as described in Treasury Regulations Section 1.704-l(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.
(d) The allocations set forth in Sections 4.313.4.3(a) - (c) (the “Regulatory Allocations’”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Company distributions. Accordingly, notwithstanding the other provisions of this ARTICLE IV, but subject to the Regulatory Allocations, income, gain, deduction, and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction, and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction, and loss) among the Members so that the net amount of the Regulatory Allocations and such special allocations to each such Member is zero.
(e) In the event it is finally determined that any Member realized taxable income from compensation for services in connection with the issuance of Units to such Member in accordance with the ratios in which they share terms of this Agreement where the Units were intended to constitute profits interests for income tax purposes, the Company shall specifically allocate to such Economic Risk of LossMember the corresponding Company compensation deduction, if consistent with the Code and Treasury Regulations.
Appears in 1 contract
Special Allocations.
(a) Notwithstanding anything else contained in this Article VII, if any Partner has an Adjusted Capital Account Deficit for any fiscal period as a result of any adjustment of the type described in Regulations Section 1.704-1(b)(2)(ii)(d)(4) through (6), then the Partnership’s income and gain will be specially allocated to such Partner in an amount and manner sufficient to eliminate such deficit as quickly as possible. Any special allocation of items of income or gain pursuant to this paragraph is taken into account in computing subsequent allocations pursuant to this Article VII so that the cumulative net amount of all items allocated to each Partner is, to the extent possible, equal to the amount that would have been allocated to such Partner if there had never been any allocation pursuant to this paragraph (a).
(b) Net losses allocated pursuant to this Article VII will not exceed the maximum amount of net losses that can be so allocated without causing any Partner to have an, or to increase an existing, Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Limited Partners would have an Adjusted Capital Account Deficit as a consequence of an allocation of net losses pursuant to this Article VII, the limitation set forth in this paragraph will be applied on a Partner-by-Partner basis so as to allocate the maximum permissible net losses to each Limited Partner under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All net losses in excess of the limitation set forth in this paragraph will be allocated to the General Partner.
(c) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04Article VII, if there is a net decrease in Company Minimum Gain partnership minimum gain during any taxable periodFiscal Year, each Member shall Partner will be specially allocated items of Company income and gain for such period year (and, if necessary, subsequent periodsyears) in proportion to, and to the manner and amounts provided extent of, an amount equal to such Partner’s share of the net decrease in Treaspartnership minimum gain, determined in accordance with Section 1.704-(2)(g)(2) of the Regulations. Reg. §The items to be so allocated will be determined in accordance with Section 1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable periodRegulations. This Section 6.04(a)(i7.6(c) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) of the Regulations and shall will be interpreted consistently therewith.therewith.
(iid) Notwithstanding the any other provisions provision of this Article VII except Section 6.04 (other than 6.04(a)(i) above7.6(c), if there is a net decrease in Member Nonrecourse Debt Minimum Gain partner minimum gain attributable to a partner nonrecourse debt during any taxable periodFiscal Year, any Member each Partner with a share of Member Nonrecourse Debt Minimum Gain at the beginning partner minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of such taxable period shall the Regulations, will be specially allocated items of Company income and gain for such period year (and, if necessary, subsequent periodsyears) in proportion to, and to the manner and amounts provided extent of, an amount equal to such Partner’s share of the net decrease in Treas. Reg. §partner minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(42(i)(5) and (j)(2)of the Regulations. For purposes The items to be so allocated will be determined in accordance with Section 1.704-2(i)(5) of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable periodRegulations. This Section 6.04(a)(ii7.6(d) is intended to comply with the Member nonrecourse debt partner minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) of the Regulations and shall will be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(ive) In the event any Member Partner has a deficit balance in its an Adjusted Capital Account Deficit at the end of any taxable periodFiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Member shall Partner is deemed to be obligated to restore pursuant to Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner will be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv7.6(e) shall will be made only if and to the extent that such Member Partner would have a deficit balance in its an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Section 6.04(a) Article VII have been tentatively made as if this Section 6.04(a)(iv7.6(e) and Section 7.6(a) hereof were not in this Agreementthe Agreement.
(f) Nonrecourse deductions for any Fiscal Year or other period will be specially allocated to the Partners in accordance with their respective Capital Contribution Percentages.
(vg) Nonrecourse Deductions Any partner nonrecourse deductions for any taxable Fiscal Year or other period shall will be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that Partner who bears the Economic Risk economic risk of Loss loss with respect to the Member Nonrecourse Debt partner nonrecourse debt to which such Member Nonrecourse Deductions partner nonrecourse deductions are attributable in accordance with Treas. Reg. §Regulations Section 1.704-2(i).
(h) To the extent an adjustment to the adjusted tax basis of any Partnership asset, pursuant to Code Section 734(b) or Treas. Reg. §Code Section 743(b) is required, pursuant to Section 1.704- l(b)(2)(iv)(m)(2) or 1.704-2(kl(b)(2)(iv)(m)(4) of the Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of such Partner’s Interest, the amount of such adjustment to Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss will be specially allocated to the Partners in accordance with their Interests in the event Section 1.704-l(b)(2)(iv)(m)(2) of the Regulations applies, or to the Partner to whom such distribution was made in the event Section 1.704- l(b)(2)(iv)(m)(4) of the Regulations applies.
(i) The “Regulatory Allocations” consist of the allocations to a Partner (or its predecessor) under Sections 7.6(a), 7.6(b), 7.6(c), 7.6(d), 7.6(e), 7.6(f) and 7.6(g). If more Notwithstanding any other provision of this Article VII (other than one Member bears the Economic Risk Regulatory Allocations), the Regulatory Allocations will be taken into account in allocating other items of Loss income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Partner will be equal to the net amount that would have been allocated to each such Partner if the Regulatory Allocations had not occurred. The General Partner will have reasonable discretion, with respect to each Fiscal Year, to (i) apply the provisions of this Section 7.6(i) in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (ii) divide all allocations pursuant to this Section 7.6(i) among the Partners in a Member Nonrecourse Debtmanner that is likely to minimize such economic distortions.
(j) For the avoidance of doubt, Member Nonrecourse Deductions attributable thereto allocations of items of income, expense, gain and loss are characterized consistently among all Partners unless, the tax laws, rules and regulation or this Agreement require otherwise.
(k) The Partners acknowledge and agree that the Partnership is intended to be treated as a “partnership” and not as an association taxable as a corporation for U.S. federal, state and/or local income tax purposes, as applicable. The General Partner shall not cause the Partnership to elect to be allocated between taxable as an “association” or among such Members “corporation” or permit activities within its control that would result in accordance with the ratios in which they share such Economic Risk Partnership being a “publicly traded partnership” within the meaning of LossSection 7704 of the Code.
Appears in 1 contract
Sources: Limited Partnership Agreement
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04Article VIII, if there is a net decrease in Company Partnership Minimum Gain of the Partnership during any taxable periodyear, each Member Partner shall be specially allocated items of Company income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to the manner and amounts provided portion of such Partner’s share of the net decrease in Treas. Reg. §Partnership Minimum Gain of the Partnership, determined in accordance with Section 1.704-2(f), (g)(22(g) and (j)of the Treasury Regulations. For purposes of this Section 6.04, Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member’s Capital Account Partner pursuant thereto. The items to be so allocated shall be determined and in accordance with Section 1.704-2(f)(6) of the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable periodTreasury Regulations. This Section 6.04(a)(i8.3(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.
(ii) Notwithstanding the any other provisions of this Article VIII except Section 6.04 (other than 6.04(a)(i) above8.3(a)(i), if there is a net decrease in Member Partnership Minimum Gain of the Partnership attributable to a Partner Nonrecourse Debt Minimum Gain during any taxable periodyear, any Member with each Partner who has a share of Member Nonrecourse Debt the Partnership Minimum Gain at attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the beginning of such taxable period Treasury Regulations, shall be specially allocated items of Company income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to the manner and amounts provided portion of such Partner’s share of the net decrease in Treas. Reg. §Partnership Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) and (j)(2)of the Treasury Regulations. For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance Allocations pursuant to the previous sentence shall be determined, and made in proportion to the allocation of income and gain respective amounts required hereunder to be allocated to each Partner pursuant thereto. The items to be so allocated shall be effected, prior to determined in accordance with Section 1.704-2(i)(4) of the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable periodTreasury Regulations. This Section 6.04(a)(ii8.3(a)(i) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §Section 1.704-2(i)(42(i) of the Treasury Regulations and shall be interpreted consistently therewith.
(iii) Except Partner Nonrecourse Deductions of the Partnership for any year shall be allocated as provided in Sections 6.04(a)(iLoss with respect to the Partnership pursuant to Section 8.2.
(iv) and 6.04(a)(ii) above, in the event Any Partner Nonrecourse Deductions for any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt of the Partnership to which such Member Partner Nonrecourse Deductions of such series are attributable in an amount accordance with Section 1.704-2(i)(1) of the Treasury Regulations.
(v) Notwithstanding any other provision of this Article VIII, no Partner shall be allocated in any Fiscal Year of the Partnership any Loss (and manner sufficient to eliminate, no Unit shall be allocated in any Fiscal Year of the Partnership any Loss) to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations allocation would cause or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has increase a deficit balance in its Adjusted such Partner’s Capital Account at the end of any taxable periodAccount, taking into account all other allocations to be made for such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation year pursuant to this Article VIII and the reasonably expected adjustments, allocations and distributions described in Section 6.04(a)(iv1.704-1(b)(2)(ii)(d) of the Treasury Regulations. Any such Loss that would be allocated to a Partner (the “Deficit Partner”), or a Unit, shall instead be made only if and allocated to the extent that such Member would have other Partners or Units. Moreover, if a Deficit Partner unexpectedly receives an adjustment, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations which creates or increases a deficit balance in its Adjusted such Partner’s Capital Account (computed after all other allocations provided in to be made for such year pursuant to this Section 6.04(a) Article VIII have been tentatively made as if this Section 6.04(a)(iv8.3(a)(v) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period ), such Deficit Partner shall be allocated items of gross income in an amount equal to such deficit balance (which shall be allocated among the Members in accordance Partner associated with their Percentage InterestsUnits as determined by the General Partner). This Section 8.3(a)(v) is intended to comply with the qualified income offset requirement of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.
(vi) Member Nonrecourse Deductions for any taxable period The allocations set forth in Sections 8.3(a)(i) through 8.3(a)(v) (the “Regulatory Allocations”) are intended to comply with Section 704(b) of the Code and the Treasury Regulations thereunder and shall be allocated 100% taken into account in allocating items of income, gain, loss and deduction among the Partners so that, to the Member that bears extent possible, the Economic Risk net amount of Loss with respect such allocations of other items and the Regulatory Allocations to each Partner shall be equal to the Member Nonrecourse Debt net amount that would have been allocated to which each such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears Partner if the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of LossRegulatory Allocations had not occurred.
Appears in 1 contract
Sources: Limited Partnership Agreement (Healthcare Royalty, Inc.)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in In the event any Member Partner unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. §Section 1.704-1(b)(2)(ii)(d)(4), (51.704-1(b)(2)(ii)(d)(5), or 1.704- 1(b)(2)(ii)(d)(6) or (6)of the Regulations, items of Company Partnership income and gain shall be specially allocated to each such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury the Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount Deficit of such excess Partner as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv6.2(a) shall be made only if and to the extent that such Member Partner would have a deficit balance in its an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6.04(a) 6 have been tentatively made as if this Section 6.04(a)(iv6.2(a) were not in this the Agreement.
(vb) Nonrecourse Deductions for In the event any taxable period Partner has a deficit Capital Account at the end of any Partnership fiscal year which is in excess of the sum of (i) the amount such Partner is obligated to restore pursuant to any provision of this Agreement and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-1T(b)(4)(iv)(f) and 1.704-1T(b)(4)(iv)(h)(5) of the Regulations, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such
(c) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members Partners in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance manner consistent with the ratios manner in which they share the Capital Accounts are required to be adjusted pursuant to such Economic Risk Section of Lossthe Regulations.
Appears in 1 contract
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
“partner nonrecourse deductions” (i) Notwithstanding any other provision of this as defined in Regulations Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f2(i), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In of the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member Venture shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that Member who bears the economic risk of loss with respect to the debt to which such Member would have a deficit balance deductions are attributable in its Adjusted Capital Account after all other allocations provided accordance with Regulations Sections 1.704‑2(i), 1160165.07-NYCSR03A - MSW and “nonrecourse deductions” (as defined in this Regulations Section 6.04(a1.704‑2(b)(1)) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period of the Venture shall be allocated to the Members in accordance with their respective Percentage Interests.
(vib) Member Nonrecourse Deductions for This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any taxable period other provision of this Agreement, items of income, gain, loss, and deduction shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect Members to the extent and in the manner required by such provisions.
(c) To the extent that any loss or deduction otherwise allocable to a Member Nonrecourse Debt (the “Restricted Member”) hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable period to which such loss or deduction relates (after taking into account the allocation of all items of income and gain for such taxable period), such loss or deduction shall not be allocated to such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto and instead shall be allocated between or among such to the Members in accordance with Section 6.02 as if the ratios Restricted Member were not a Member.
(d) Any allocations required to be made pursuant to Section 6.03(a), Section 6.03(b) and Section 6.03(c) (the “Regulatory Allocations”) shall be taken into account, to the extent permitted by the Regulations, in which they share computing subsequent and concurrent allocations of income, gain, loss or deduction pursuant to Section 6.02 so that the net amount of any items so allocated and all other items allocated to such Economic Risk of LossMember shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.02 had such Regulatory Allocations under this Section 6.03 not occurred.
Appears in 1 contract
Sources: Limited Liability Company Agreement (NorthStar Healthcare Income, Inc.)
Special Allocations. (a) Notwithstanding any other provision provisions of this AgreementSection 7.3(a), the following special allocations shall be made for each Fiscal Year or other taxable period:
(i) Notwithstanding any other provision of this Section 6.047.3, if there is a net decrease in Company Minimum Gain during any Company taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Section 1.704-2(f2(f)(6), (g)(2) ), and (jj)(2)(i). For purposes of this Section 6.047.3(b)(i), each Member’s the Capital Account of each Member shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 7.3 with respect to such taxable period. This Section 6.04(a)(i7.3(b)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 7.3 (other than 6.04(a)(i7.3(b)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Company taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and (j)(2j)(2)(ii). For purposes of this Section 6.047.3(b)(ii), the balance of each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a7.3(b)(ii), other than Section 6.04(a)(i7.3(b)(i) above, with respect to such taxable period. This Section 6.04(a)(ii7.3(b)(ii) is intended to comply with the Member nonrecourse debt minimum gain Nonrecourse Debt Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(iSection 7.3(b)(i) and 6.04(a)(ii) aboveSection 7.3(b)(ii), in the event that any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6)) in respect of its Membership Units, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury RegulationsRegulation, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(iSection 7.3(b)(i) and 6.04(a)(iiSection 7.3(b)(ii).
(iv) In the event If any Member has a deficit balance in its Adjusted Capital Account at the end of any Company taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv7.3(b)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a7.3(b)(iv) have been tentatively made as if this Section 6.04(a)(iv7.3(b)(iv) were not in this Agreement.
(v) Nonrecourse Deductions attributable to the Company for any taxable period shall be allocated to the Members in accordance with their Percentage InterestsMembership Percentages.
(vi) Member Nonrecourse Deductions relating to the Company for any taxable period shall be allocated one hundred percent (100% %) to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Treasury Regulation Section 1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss. This Section 7.3(b)(vi) is intended to comply with the provisions of Treasury Regulation 1.704-2(i) and shall be interpreted consistently therewith.
(vii) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such provisions.
Appears in 1 contract
Special Allocations. (a) Notwithstanding any other provision provisions of this AgreementSection 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each Fiscal Year or other taxable period:
(i) Notwithstanding any other provision of this Section 6.046.1, if there is a net decrease in Company Minimum Gain attributable to a Series during any taxable periodyear, each Member Partner of such Series shall be allocated items of Company income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(2) and (jj)(2)(i). For purposes of this Section 6.046.1(b), each MemberPartner’s Adjusted Capital Account balance for such Series shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1 with respect to such taxable periodyear. This Section 6.04(a)(i6.1(b)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(iSection 6.1(b)(i) above), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain attributable to a Series during any taxable periodyear, any Member Partner with a share of Member such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Company income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and (j)(2j)(2)(ii). For purposes of this Section 6.046.1(b), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a)6.1, other than Section 6.04(a)(i6.1(b)(i) above, with respect to such taxable periodyear. This Section 6.04(a)(ii6.1(b)(ii) is intended to comply with the Member partner nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i6.1(b)(i) and 6.04(a)(ii6.1(b)(ii) above, in the event any Member Partner unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treas. Reg. §Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) attributable to a Series, items of Company income and gain of such Series shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury RegulationsRegulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustmentsadjustment, allocations allocation or distributions distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 6.04(a)(ii)shall be interpreted consistently therewith.
(iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii):
(A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners, Series ME Partners or Series L3R Partners pursuant to Section 6.2(c), Section 6.3(c), Section 6.4(c) or Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners, Series ME Partners or Series L3R Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c), Section 6.4(c) or Section 6.5(c) for such taxable year and all prior taxable years;
(B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.6(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.6(c) for such taxable year and all prior taxable years;
(C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.6(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.6(d) for such taxable year and all prior taxable years;
(D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.6(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.6(e) for such taxable year and all prior taxable years; and
(E) in the event that the Series L3R Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.6(f), items of Partnership gross income and gain shall be allocated to the Series L3R Partners in accordance with their respective Series L3R Percentage Interests until the aggregate amounts of items allocated to the Series L3R Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series L3R Partners to the Series LH Partners pursuant to Section 6.6(f) for such taxable year and all prior taxable years.
(v) In the event any Member Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable periodyear, such Member Partner shall be specially allocated items of Company gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv6.1(b)(v) shall be made only if and to the extent that such Member Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.04(a6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.04(a)(iv6.1(b)(v) were not in this Agreement.
(vvi) Nonrecourse Deductions attributable to a Series for any taxable period year shall be allocated to the Members Partners of such Series in accordance with their Percentage InterestsInterests for such Series.
(vivii) Member Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable period year shall be allocated 100% to the Member Partner that bears the Economic Risk of Loss with respect to the Member Partner Nonrecourse Debt to which such Member Partner Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Treasury Regulation Section 1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member Partner bears the Economic Risk of Loss with respect to a Member Partner Nonrecourse Debt, Member Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Members Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.
(viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Enbridge Energy Partners Lp)
Special Allocations. (a) Notwithstanding At the end of each Fiscal Year and notwithstanding any other provision of this AgreementSection 10.2, the following special allocations shall be made for each Fiscal Year or other periodboth Capital Account and for federal income tax purposes unless otherwise provided:
(ia) Notwithstanding In accordance with the ordering rules of Treasury Regulation Section 1.704-2(j), items of gross income and realized gain first shall be allocated in an amount and in a manner that complies with the “chargeback” requirement of Treasury Regulation Section 1.704-2(i)(4), the ‘qualified income offset” requirement of Treasury Regulation Section 1.704-1 (b)(2)(ii)(d), and the “minimum gain chargeback” requirement of Treasury Regulation Section 1.704-2(f). Further, any other provision “partner non-recourse deductions” within the meaning of Treasury Regulation Section 1 .704-2(i)(2) attributable to “partner non-recourse debt” shall be allocated to the Member who bears the “economic risk of loss” for such debt in accordance with Treasury Regulation Section 1.704-2(i). Any losses in excess of the losses allowable to the Members pursuant to the Treasury Regulations promulgated under Code Section 704(b) shall first be allocated to the extent allowable hereunder to Members who are not precluded from receiving such allocations by the preceding provisions of this Section 6.04subparagraph (a), if there is any, and shall thereafter be allocated as provided in Section 10.2.
(b) If a net decrease taxing authority ignores the characterization of any amounts paid to a Member (or an Affiliate thereof) as salaries, management fees, commissions, interest or other compensation for services (“Compensation”), and refuses to treat such payments as either guaranteed payments within the meaning of Code Section 707(c) or payments made to such Member other than in such Member’s capacity as a “partner” within the meaning of Code Section 707(a), and such taxing authority ultimately treats such amounts paid to a Member (or an affiliate thereto) as a distribution to such Member for federal income tax purposes which reduces such Member’s Capital Account, then the Compensation shall be treated as an allocation of an item of income or gain of the Company Minimum Gain during any taxable periodto the recipient Member so that, each consistent with the intent of the Members, the Compensation shall not be treated as a distribution which reduces the recipient Member’s Capital Account. Accordingly, such Member shall be allocated the first available items of Company income and gain for such period (and, if necessary, subsequent periodsincluding in a succeeding year) in an amount equal to the manner and amounts provided in Treas. Reg. §Compensation.
(c) If the Company owns (x) any property contributed by a Member that had a fair market value different from its adjusted basis for federal income tax purposes on the date of the contribution, or (y) any property that has been revalued pursuant to Treasury Regulation Section 1.704-2(fI (b)(2)(iv)(f), (g)(2) then for federal income tax purposes only and (j). For purposes of this Section 6.04, each Member’s not for Capital Account shall be determined and the allocation of income purposes, any income, gain, loss or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 deduction with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period property shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to among the Members in accordance with their Percentage Interests.
(viCode Section 704(c) Member Nonrecourse Deductions for any taxable period shall be allocated 100% and the Treasury Regulations thereunder. Pursuant to the Member that bears the Economic Risk “traditional method” of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable making Code Section 704(c) allocations described in accordance with Treas. Reg. §Treasury Regulation Section § 1.704-2(i) or Treas. Reg. §1.704-2(k3(b). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Agl Resources Inc)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(c), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(c) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 6.1(c)(vi) and 6.1(c)(vii)). This Section 6.04(a)(i6.1(c)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(c)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(c), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), 6.1(c) (other than Section 6.04(a)(i6.1(c)(i) aboveand other than an allocation pursuant to Sections 6.1(c)(vi) and 6.1(c)(vii)), with respect to such taxable period. This Section 6.04(a)(ii6.1(c)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Special Allocations. The following special allocations shall be made ------------------- in the following order:
(a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04Article IV, if there ---------- is a net decrease in Company Minimum Gain during any taxable periodFiscal Year, each Member shall be allocated except as otherwise permitted by Sections 1.704-2(f)(2),(3),(4) and (5) of the Regulations, items of Company income and gain for such period Fiscal Year (andand subsequent years, if necessary, subsequent periods) in the manner and amounts order provided in TreasSection 1.704-(j)(2)(i) of the Treasury Regulations shall be allocated among all Members whose shares of Minimum Gain decreased during that year in proportion to and to the extent of such Member's share of the net decrease in Minimum Gain during such year. Reg. §1.704-2(f), (g)(2) and (j). For purposes of The allocation contained in this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i4.6(a) is intended to comply with the partnership be a minimum gain chargeback requirement in Treas. Reg. §within the meaning of -------------- Section 1.704-2(f) 2 of the Regulations, and shall be interpreted consistently therewith.
(iib) Notwithstanding the any other provisions provision of this Section 6.04 (other than 6.04(a)(i) above)Article IV, if ---------- there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period"Partner nonrecourse debt minimum gain", any Member with a share except as provided in Section 1.704-2(i) of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated Regulations, items of Company income and gain for such period fiscal year (andand subsequent years, if necessary, subsequent periods) in the manner and amounts order provided in Treas. Reg. §Section 1.704-2(i)(42(j)(2)(ii) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance the Regulations shall be determined, allocated among all Members whose share of "Partner nonrecourse debt minimum gain" decreased during that year in proportion to and the allocation of income and gain required hereunder shall be effected, prior to the application extent of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable periodMember's share of the net decrease in "Partner nonrecourse debt minimum gain" during such year. This Section 6.04(a)(ii4.6(b) is intended to comply with the Member "partner nonrecourse -------------- debt minimum gain gain" chargeback requirement in Treas. Reg. §Section 1.704-2(i)(4) 2 of the Regulations and shall be interpreted consistently therewith.
(iiic) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) of the Regulations, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury the Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv4.6(c) shall be made only if and to the extent that such Member would -------------- have a deficit balance in its an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6.04(a) Article IV have been tentatively made as if this Section 6.04(a)(iv------- 4.6(c) were not in this Agreement.. ------
(vd) In the event any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.6(d) shall be -------------- made only if and to the extent that, such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have ---------- been made as if this Section 4.6(d) were not in this Agreement. --------------
(e) Nonrecourse Deductions deductions (as defined in Section 1.704-2(b)(1) of the Regulations) for any taxable fiscal year or other period shall be specifically allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk allocation of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Net Loss.
Appears in 1 contract
Sources: Limited Liability Company Agreement (G&l Realty Corp)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704- 2(g)(2) and (j1.704-2(j)(2)(i), or any successor provisions. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Oiltanking Partners, L.P.)
Special Allocations. (a) Notwithstanding any other provision of this AgreementArticle 7 in order to comply with the Code and Regulations for allocations of income, gain, loss, and LIMITED PARTNERSHIP AGREEMENT deductions attributable to nonrecourse liabilities and Partnership allocations where Partners are not liable to restore deficit capital accounts, the following allocations shall be made for each Fiscal Year or other periodrules apply:
(ia) Notwithstanding any other provision of this Section 6.04, if If there is a net decrease in Company Minimum Gain partnership minimum gain during any taxable fiscal year or other period, each Member so that an allocation is required by the Code and Regulations (in particular, Section 1.704-2(f)(l) of the Regulations), items of partnership income and gain shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) to the Partners in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application extent required by the applicable provisions of any other allocations pursuant to this Article 6 with respect to such taxable periodthe Code and Regulations. This Section 6.04(a)(i) provision is intended to comply with the partnership be a minimum gain chargeback requirement in Treas. Reg. §1.704-2(fwithin the meaning of Section 1.704(2)(f) of the Regulations and shall be interpreted and applied consistently therewithwith Section 1.704(2)(f) of the Regulations.
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if If there is a net decrease in Member Nonrecourse Debt Minimum Gain the minimum gain attributable to a Partner nonrecourse loan during any taxable fiscal year or other period, any Member so that an allocation is required by Section 1.704-2(i)(4) of the Regulations, a Partner with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period that partner nonrecourse debt minimum gain shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §to the extent required by Section 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewithRegulations.
(iiic) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event If any Member Partner unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions distribution described in Treas. Reg. §Section 1.704-1(b)(2)(ii)(d)(4), 1(b)(2)(d) (54)-(6) or (6)of the Regulations, items of Company Partnership income and gain shall be specially allocated to such Member these Partners in an amount and manner sufficient to eliminate, to the extent required by such Treasury the Regulations, the any adjusted capital account deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess these Partners as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv) paragraph shall be made only if if, and to the extent that such Member that, this Partner would have a an adjusted capital account deficit balance in its Adjusted Capital Account after all other allocations which are provided in this Section 6.04(a) Article 7 tentatively have been tentatively made as if this Section 6.04(a)(iv) paragraph were not in part of this Agreement.
(vd) Nonrecourse Deductions for any taxable period Any Partner nonrecourse deductions as defined in Section 1.704-2(1)(2) of the Regulations shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member Partner that bears the Economic Risk economic risk of Loss loss with respect to the Member Nonrecourse Debt loan giving rise to this deduction within the meaning of Section 1.704(2)(l)(2)(a) of the Regulations.
(e) For income tax purposes, any item of income, gain, loss, deduction, or credit with respect to any property (other than money) that has been contributed by a Partner to the capital of the Partnership and which such Member Nonrecourse Deductions is required to be allocated to Partners for income tax purposes under Section 704 of the Code so as to take into account the variation between the tax basis of this property and its value at the time of its contribution, shall be allocated to the Partners for income tax purposes in the manner required by Section 704 of the Code and the corresponding Regulations. If and when the capital accounts of Partners are attributable in accordance with Treas. Reg. §1.704-2(irequired to be adjusted pursuant to Section 1.704(b)(2)(iv)(f) or Treas. Reg. §1.704-2(k). If more than one Member bears (g) of the Economic Risk of Loss Regulations with respect to a Member revaluation of any Partnership asset, subsequent allocations of income, gain, loss, and deduction, including without limitation depreciation and deductions for cost recovery with respect to this asset, shall take into account any variation between the then existing adjusted basis of this asset for federal income tax LIMITED PARTNERSHIP AGREEMENT OF CRIMSON CARDINAL, L.P. — Page 11 purposes and the value as adjusted of this asset, as this computation may be required under Section 704(b) of the Code and the principles of Section 704(b) of the Code.
(f) Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto losses shall be allocated between or among such Members one hundredth of one percent (0.01%) to the General Partner and ninety-nine and ninety-nine hundredths percent (99.99%) to the Limited Partners.
(g) Since the allocations described in accordance this Section 7.05 may effect results not consistent with the ratios manner in which they share such Economic Risk the Partners intend to divide Partnership distributions, the General Partner is authorized to divide other allocations of Lossnet profits, net losses, and other items among the Partners so as to prevent the special allocations from distorting the manner in which distributions would be divided among the Partners under Article 8 of this Agreement except for the application of the special allocations under this Section 7.05. The General Partner shall have discretion to accomplish this result in any reasonable manner that is consistent with Section 704 of the Code and the corresponding Regulations. The Partners, by unanimous written consent of the Partners, may agree to make any election permitted by the Regulations under Section 704 of the Code that may reduce or eliminate any special allocation that would otherwise be required.
Appears in 1 contract
Sources: Limited Partnership Agreement
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas3.4.1. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in In the event any Member the Limited Partners unexpectedly receives receive any adjustments, allocations allocations, or distributions described in Treas. Reg. §Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1 (5) or (6b)(2)(ii)(d)(6), items of Company Partnership income and gain shall be specially allocated to such Member the Limited Partners in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account negative capital account created by such adjustments, allocations or distributions as quickly as possible unless possible. For purposes of the preceding sentence, Partners' Capital Accounts shall be reduced for the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6). The provisions of this Section 3.4.1 are intended to comply with the requirements of Treasury Regulation Section 1.704-1(b), including any amendments or successor regulations thereto, and shall be so interpreted.
3.4.2. If there is a net decrease in Partnership minimum gain as defined in Regulation Section 1.704-2(d) during a Partnership taxable year, then each Partner must be allocated items of income and gain for each year in an amount equal to such Partner's share of the net decrease in Partnership minimum gain as computed under Regulation Section 1 .704-2(g)(2). The provisions of this Section 3.4.2 are intended to comply with the requirements of Regulation Section 1.704-2, including any amendments or successor regulations thereto, and shall be so interpreted.
3.4.3. Notwithstanding any provision of this Article to the contrary, to the extent allocations of loss or deductions to a Limited Partner would cause such Limited Partner to have a negative Capital Account balance, or increase the negative balance in a Limited Partner's Capital Account, such loss or deduction shall be allocated among those Limited Partners with positive Capital Account balances to the extent thereof and in proportion thereto, with any remaining loss or deduction being allocated to the General Partner. For the purposes of this Section 3.4.3 distributions made prior to or contemporaneous with any allocation to a Limited Partner shall be reflected in such Partner's Capital Account prior to making such allocation to such Partner, and a Partner's Capital Account shall be credited to the extent (i) such Partner is unconditionally obligated to make additional contributions to the Partnership; (ii) such Partner is unconditionally obligated to fund a deficit in his Capital Account upon liquidation; and (iii) such Partner is deemed to be obligated to restore his Capital Account balance is otherwise eliminated pursuant to Regulation Sections 6.04(a)(i1.704-2(s)(1) and 6.04(a)(ii1.704-2(i)(5).
(iv) 3.4.4. In no event shall the event any Member has a deficit balance General Partner's interest in its Adjusted Capital Account at the end each item of any taxable periodincome, such Member shall gain, loss, deduction or credit be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more less than one Member bears percent (1%) of each such item at all times during the Economic Risk existence of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of LossPartnership.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Province Healthcare Co)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a1.704-2(j)(2)(ii), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event or any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.successor
Appears in 1 contract
Sources: Agreement of Limited Partnership (Rhino Resource Partners LP)
Special Allocations. For purposes of the following provisions of this Section 3.2, the Clorox Partners will be regarded as a single JV Partner with a single Capital Account. Notwithstanding anything contained herein to the contrary:
(a) Notwithstanding If a JV Partner would at any other provision of this Agreementtime receive, the following allocations shall be made but for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f3.2(a), (g)(2) and (j). For purposes an allocation of this Section 6.04deduction, each Memberloss, or expenditure that would cause or increase a deficit balance in such JV Partner’s Capital Account shall in excess of any amount of such deficit balance that the JV Partner is obligated to restore or deemed obligated to restore (as determined in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(c)), then the portion of such allocation that would cause or increase such deficit Capital Account balance will be determined and the allocation of income or gain required hereunder shall be effected, prior specially allocated to the application of any other allocations pursuant to this Article 6 JV Partners, if any, with respect positive Capital Account balances in proportion to such taxable periodbalances. This The loss limitation under this Section 6.04(a)(i3.2(a) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f1(b)(2)(ii)(d), including the reductions described in subparagraphs (4), (5) and shall be interpreted consistently therewith(6) therein.
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above)If in any Fiscal Year a JV Partner receives an adjustment, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions distribution described in Treas. Reg. §Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company Joint Venture income and gain shall will be specially allocated to each such Member JV Partner in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by deficit of such adjustments, allocations or distributions JV Partner as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv3.2(b) shall will be made only if and to the extent that such Member JV Partner would have a deficit balance in its Adjusted Capital Account deficit after all other allocations provided for in this Section 6.04(a) Article III have been tentatively made as if this Section 6.04(a)(iv3.2(b) were not in the Agreement. This Section 3.2(b) is intended to qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
(c) If there is a net decrease in minimum gain attributed to the Joint Venture or JV Partner nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulation Sections 1.704-2(d) and 1.704-2(i)) during any Joint Venture taxable year, the JV Partners will be allocated items of income and gain attributed to the Joint Venture for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated will be determined in accordance with Treasury Regulation Section 1.704-2(f). This Section 3.2(c) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations and will be interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4).
(d) The allocation provisions set forth in this AgreementArticle III and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b) and will be interpreted and applied in a manner consistent with such Regulations; provided however that such provisions will not affect the economic rights of any JV Partner, including rights to distributions with respect to the Joint Venture.
(e) Any special allocations of items of income, gain, loss or deductions pursuant to Sections 3.2(a), (b) and (c) will be taken into account in computing subsequent allocations pursuant to Section 3.1 and this Section 3.2, so that the net amount of any items so allocated will, to the extent possible, be equal to the net amount that would have been allocated to each such JV Partner pursuant to the provisions of this Article III if such special allocations had not occurred.
(f) In the event that any fees, interest, or other amounts paid to any JV Partner or any Affiliate thereof pursuant to this Agreement or any other agreement attributed to the Joint Venture with any JV Partner or Affiliate thereof providing for the payment of such amount, and deducted by the Joint Venture in reliance on Section 707(a) and/or 707(c) of the Code, are disallowed as deductions to the Joint Venture on its federal income tax return and are treated as Joint Venture distributions, then:
(i) the Net Profits or Net Loss, as the case may be, for the Fiscal Year in which such fees, interest, or other amounts were paid will be increased or decreased, as the case may be, by the amount of such fees, interest, or other amounts that are treated as Joint Venture distributions; and
(ii) there will be allocated to the JV Partner to which (or to whose Affiliate) such fees, interest, or other amounts were paid, prior to the allocations pursuant to Section 3.1, an amount of gross income for the Fiscal Year equal to the amount of such fees, interest, or other amounts that are treated as Joint Venture distributions.
(g) Prior to the allocation of Net Profits and Net Losses pursuant to Section 3.1, the following allocations shall be made for each Fiscal Year:
(i) The holder of the Class A Interest will be specially allocated royalty THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount of royalty payments [* * *] to the aggregate amounts distributable to the holder of the Class A Interest under Section 3.5(b)(i) hereof (without regard to distributions treated as guaranteed payments under such Section) in each Fiscal Quarter in such Fiscal Year. Royalty income allocated to the Class A Interest hereunder will be allocated among the various sources of such royalty income in the same manner as withholding taxes are calculated under the definition of “Deemed Withholding Taxes”. The holder of the Class A Interest will also be specially allocated income for such Fiscal Year in an [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated all income attributable to Glad License Termination Amounts paid for such Fiscal Year;
(ii) After the allocations pursuant to Section 3.2(g)(i) are made, the holder of the Class B Interest will be specially allocated royalty income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount [* * *] royalty payments received under the Glad License Agreements for such Fiscal Year, [* * *] the amount of royalty income allocated to the Class A Interest under Section 3.2(g)(i) for such Fiscal Year. The holder of the Class B Interest will also be specially allocated income for such Fiscal Year [* * *] IP Acquisition Prices with respect to IP Acquisitions, if any, for such Fiscal Year in excess of the aggregate IP Allocation Amounts included in the calculation of the Class A Special Amount and the Class C Special Amount for each Fiscal Quarter in such Fiscal Year;
(iii) The holder of the Class C Interest will be specially allocated royalty income attributable to royalty payments made under the JV Sublicense Agreements in such Fiscal Year in an amount of royalty payments [* * *] royalty payments received under the JV Sublicense Agreements for such Fiscal Year. The holder of the Class C Interest will also be specially allocated income for such Fiscal Year in an amount [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated [* * *] attributable to JV Sublicense Termination Amounts paid for such Fiscal Year;
(iv) The Clorox Partners will be specially allocated all deductions arising from the payment of guaranteed payments pursuant to Section 3.5(a) and Section 3.5(b) hereof in such Fiscal Year and shall be specially allocated [* * *] attributable to Prohibited License Amounts received on behalf of the Joint Venture in such Fiscal Year; and
(v) Nonrecourse Deductions for any taxable period shall Each JV Partner will be specially allocated to all deductions arising from the Members in accordance with their Percentage Interestsamortization of organizational expenses (within the meaning of Section 709(b) of the Code) incurred by such JV Partner on behalf of the Joint Venture.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Special Allocations. (a) Notwithstanding any other provision of in this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior Agreement to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) abovecontrary, in the event any Member Partner unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. §1.704Treasury Regulations Section I .704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) or (6)) with respect to such Partner's Capital Account that causes or increases an Adjusted Capital Account Deficit with respect to such Partner, items of Company Partnership income and gain shall be specially allocated to each such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount Deficit of such excess Partner as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(ivprovision (d) shall be made only if and to the extent that such Member Partner would have a deficit balance in its an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6.04(a) 19 have been tentatively made as if this Section 6.04(a)(ivprovision (d) were not in this Agreement.
. This Section 19(d) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations Section 1.704-1 (vb)(2)(ii)(d) Nonrecourse Deductions for any taxable period and shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss interpreted consistently therewith. "Adjusted Capital Account Deficit" means, with respect to any Partner, the Member Nonrecourse Debt deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Period, after giving effect to which the following adjustments: (a) credit to such Member Nonrecourse Deductions are attributable Capital Account any amounts that such Partner is obligated to restore or is deemed to be obligated to restore pursuant to the Treasury Regulations under Section 704 of the Code and (b) debit to such Capital Account the items described in accordance Treasury Regulations Sections 1 ..704-l(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with Treas. Reg. §the provisions of Treasury Regulations Section 1.704-2(i1 (b)(2)(ii)(d) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto and shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Lossinterpreted consistently therewith.
Appears in 1 contract
Sources: Limited Partnership Agreement (Universal City Development Partners LTD)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
. 42 (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704- 2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
. (iii) Except as provided in Sections 6.04(a)(i[Intentionally Deleted] (iv) and 6.04(a)(ii) above, in Qualified Income Offset. In the event any Member Partner unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) 1.704-1(b)(2)(ii)(d)(5), or (61.704-1(b)(2)(ii)(d)(6), items of Company Partnership income and gain shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such the Treasury RegulationsRegulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(iSection 6.1(d)(i) and 6.04(a)(iior 6.1(d)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for each taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member HI-CRUSH PARTNERS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Hi-Crush Partners LP)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for each taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(c), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(c) with respect to such taxable periodperiod (other than an allocation pursuant to Section 6.1(c)(vi) and Section 6.1(c)(vii)). This Section 6.04(a)(i6.1(c)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(c)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(c), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(c), other than Section 6.04(a)(i6.1(c)(i) aboveand other than an allocation pursuant to Section 6.1(c)(vi) and Section 6.1(c)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(c)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Hi-Crush Partners LP)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this this
Section 6.046.1 (d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Enterprise Products Partners L P)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas3.4.1. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in In the event any Member the Limited Partners unexpectedly receives receive any adjustments, allocations allocations, or distributions described in Treas. Reg. §Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) 1.704-1(b)(2)(ii)(d)(5), or (61.704-1(b)(2)(ii)(d)(6), items of Company Partnership income and gain shall be specially allocated to such Member the Limited Partners in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account negative capital account created by such adjustments, allocations or distributions as quickly as possible unless possible. For purposes of the preceding sentence, Partners' Capital Accounts shall be reduced for the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6). The provisions of this Section 3.4.1 are intended to comply with the requirements of Treasury Regulation Section 1.704-1(b), including any amendments or successor regulations thereto, and shall be so interpreted.
3.4.2. If there is a net decrease in Partnership minimum gain as defined in Regulation Section 1.704-2(d) during a Partnership taxable year, then each Partner must be allocated items of income and gain for such year in an amount equal to such Partner's share of the net decrease in Partnership minimum gain as computed under Regulation Section 1.704-2(g)(2). The provisions of this Section 3.4.2 are intended to comply with the requirements of Regulation Section 1.704-2, including any amendments or successor regulations thereto, and shall be so interpreted.
3.4.3. Notwithstanding any provision of this Article III to the contrary, to the extent allocations of loss or deductions to a Limited Partner would cause such Limited Partner to have a negative Capital Account balance, or increase the negative balance in a Limited Partner's Capital Account, such loss or deduction shall be allocated among those Limited Partners with positive Capital Account balances to the extent thereof and in proportion thereto, with any remaining loss or deduction being allocated to the General Partner. For the purposes of this Section 3.4.3, distributions made prior to or contemporaneous with any allocation to a Limited Partner shall be reflected in such Partner's Capital Account prior to making such allocation to such Partner, and a Partner's Capital Account shall be credited to the extent (i) such Partner is unconditionally obligated to make additional contributions to the Partnership; (ii) such Partner is unconditionally obligated to fund a deficit in his Capital Account upon liquidation; and (iii) such Partner is deemed to be obligated to restore his Capital Account balance is otherwise eliminated pursuant to Regulation Sections 6.04(a)(i1.704-2(s)(1) and 6.04(a)(ii1.704-2(i)(5).
(iv) 3.4.4. In no event shall the event any Member has a deficit balance General Partner's interest in its Adjusted Capital Account each item of income, gain, loss, deduction or credit be less than 1% of each such item at all times during the end existence of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this AgreementPartnership.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Province Healthcare Co)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) . Rhino Resource Partners LP Fourth Amended and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items Restated Agreement of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.Limited Partnership
Appears in 1 contract
Sources: Agreement of Limited Partnership (Royal Energy Resources, Inc.)
Special Allocations. (a) Notwithstanding any other provision of this AgreementArticle 7 in order to comply with the Code and Regulations for allocations of income, gain, loss, and LIMITED PARTNERSHIP AGREEMENT deductions attributable to nonrecourse liabilities and Partnership allocations where Partners are not liable to restore deficit capital accounts, the following allocations shall be made for each Fiscal Year or other periodrules apply:
(ia) Notwithstanding any other provision of this Section 6.04, if If there is a net decrease in Company Minimum Gain partnership minimum gain during any taxable fiscal year or other period, each Member so that an allocation is required by the Code and Regulations (in particular, Section 1.704-2(f)(l) of the Regulations), items of partnership income and gain shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) to the Partners in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application extent required by the applicable provisions of any other allocations pursuant to this Article 6 with respect to such taxable periodthe Code and Regulations. This Section 6.04(a)(i) provision is intended to comply with the partnership be a minimum gain chargeback requirement in Treas. Reg. §1.704-2(fwithin the meaning of Section 1.704(2)(f) of the Regulations and shall be interpreted and applied consistently therewithwith Section 1.704(2)(f) of the Regulations.
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if If there is a net decrease in Member Nonrecourse Debt Minimum Gain the minimum gain attributable to a Partner nonrecourse loan during any taxable fiscal year or other period, any Member so that an allocation is required by Section 1.704-2(i)(4) of the Regulations, a Partner with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period that partner nonrecourse debt minimum gain shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §to the extent required by Section 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewithRegulations.
(iiic) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event If any Member Partner unexpectedly receives any adjustmentsan adjustment, allocations allocation, or distributions distribution described in Treas. Reg. §Section 1.704-1(b)(2)(ii)(d)(4), 1(b)(2)(d) (54)-(6) or (6)of the Regulations, items of Company Partnership income and gain shall be specially allocated to such Member these Partners in an amount and manner sufficient to eliminate, to the extent required by such Treasury the Regulations, the any adjusted capital account deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess these Partners as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv) paragraph shall be made only if if, and to the extent that such Member that, this Partner would have a an adjusted capital account deficit balance in its Adjusted Capital Account after all other allocations which are provided in this Section 6.04(a) Article 7 tentatively have been tentatively made as if this Section 6.04(a)(iv) paragraph were not in part of this Agreement.
(vd) Nonrecourse Deductions for any taxable period Any Partner nonrecourse deductions as defined in Section 1.704-2(1)(2) of the Regulations shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member Partner that bears the Economic Risk economic risk of Loss loss with respect to the Member Nonrecourse Debt loan giving rise to this deduction within the meaning of Section 1.704(2)(l)(2)(a) of the Regulations.
(e) For income tax purposes, any item of income, gain, loss, deduction, or credit with respect to any property (other than money) that has been contributed by a Partner to the capital of the Partnership and which such Member Nonrecourse Deductions is required to be allocated to Partners for income tax purposes under Section 704 of the Code so as to take into account the variation between the tax basis of this property and its value at the time of its contribution, shall be allocated to the Partners for income tax purposes in the manner required by Section 704 of the Code and the corresponding Regulations. If and when the capital accounts of Partners are attributable in accordance with Treas. Reg. §1.704-2(irequired to be adjusted pursuant to Section 1.704(b)(2)(iv)(f) or Treas. Reg. §1.704-2(k). If more than one Member bears (g) of the Economic Risk of Loss Regulations with respect to a Member revaluation of any Partnership asset, subsequent allocations of income, gain, loss, and deduction, including without limitation depreciation and deductions for cost recovery with respect to this asset, shall take into account any variation between the then existing adjusted basis of this asset for federal income tax LIMITED PARTNERSHIP AGREEMENT OF FRIENDS OF FALLS ROAD, L.P. — Page 11 purposes and the value as adjusted of this asset, as this computation may be required under Section 704(b) of the Code and the principles of Section 704(b) of the Code.
(f) Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto losses shall be allocated between or among such Members one hundredth of one percent (0.01%) to the General Partner and ninety-nine and ninety-nine hundredths percent (99.99%) to the Limited Partners.
(g) Since the allocations described in accordance this Section 7.05 may effect results not consistent with the ratios manner in which they share such Economic Risk the Partners intend to divide Partnership distributions, the General Partner is authorized to divide other allocations of Lossnet profits, net losses, and other items among the Partners so as to prevent the special allocations from distorting the manner in which distributions would be divided among the Partners under Article 8 of this Agreement except for the application of the special allocations under this Section 7.05. The General Partner shall have discretion to accomplish this result in any reasonable manner that is consistent with Section 704 of the Code and the corresponding Regulations. The Partners, by unanimous written consent of the Partners, may agree to make any election permitted by the Regulations under Section 704 of the Code that may reduce or eliminate any special allocation that would otherwise be required.
Appears in 1 contract
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement
Special Allocations. (a) Notwithstanding any other provision of this Agreement, to the following extent an allocation of Profit or Loss or any item thereof to any Member pursuant to Section 4.2 of this Agreement would be in violation of the requirements of the Treasury Regulations under Section 704(b) of the Code, the Tax Matters Partner shall comply with the requirements of such Treasury Regulations and adjust such allocations to comply with such requirements in a manner that will, in the reasonable judgment of the Tax Matters Partner, have the least effect on the amounts to be allocated and distributed under this Agreement. The Members agree that if this Section 4.3(a) becomes applicable, the Tax Matters Partner is authorized to review and adjust the allocations made pursuant to Section 4.2 of this Agreement without the Consent of Members.
(b) In the event a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) that causes or increases an Adjusted Capital Account Deficit, items of Profit shall be made for each Fiscal Year or other period:specially allocated to such Member so as to eliminate such negative balance as quickly as possible. This subparagraph is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.
(ic) Notwithstanding any other provision Except as otherwise provided in Section 1.704-2(f) of this Section 6.04the Treasury Regulations, if there is a net decrease in Company Partnership Minimum Gain during for any taxable periodFiscal Year, each Member shall be specially allocated items of Company income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to such Member’s share of the manner and amounts provided net decrease in Treas. Reg. §Partnership Minimum Gain to the extent required by Treasury Regulations Section 1.704-2(f), (g)(2. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (j). For purposes j)(2) of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable periodTreasury Regulations. This Section 6.04(a)(i) subparagraph is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) said section of the Treasury Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto.
(iid) Notwithstanding Except as otherwise provided in Section 1.704-2(i)(4) of the other provisions of this Section 6.04 (other than 6.04(a)(i) above)Treasury Regulations, if there is a net decrease in Member Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any taxable periodFiscal Year, any each Member with who has a share of Member Nonrecourse Debt the Partner Minimum Gain at attributable to such Partner Nonrecourse Debt, determined in accordance with
Section 1. 704-2(i)(5) of the beginning of such taxable period Treasury Regulations, shall be specially allocated items of Company income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to that Member’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner and amounts provided required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in Treas. Reg. §accordance with Sections 1.704-2(i)(4) and (j)(2). For purposes ) of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable periodTreasury Regulations. This Section 6.04(a)(ii) subparagraph is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in Treas. Reg. §1.704-2(i)(4) said section of the Treasury Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts to be allocated to each Member pursuant hereto.
(iiie) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event Partner Nonrecourse Deductions for any Member unexpectedly receives any adjustments, allocations Fiscal Year or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Members that bear the economic risk of loss for such Member in an amount Partner Nonrecourse Debt as determined under Sections 1.704-2(b)(4) and manner sufficient to eliminate, to 1.704-2(i)(1) of the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(vf) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their respective Percentage Interests.
(vig) In the event any Member Nonrecourse Deductions has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of the amount such Member is obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.3(g) shall be made only if any to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 4 have been made as if Section 4.3(b) and this Section 4.3(g) were not in the Agreement.
(h) Losses allocated pursuant to Section 4.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any taxable period Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of losses pursuant to Section 4.1 hereof, the limitation set forth in this Section 4.3(h) shall be applied on a Member by Member basis and losses not allocable to any Member as a result of such limitation shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such other Members in accordance with the ratios positive balances in which they share such Economic Risk Member’s Capital Accounts so as to allocate the maximum permissible losses to each Member under Section 1.704-1(b)(2)(ii)(d) of Lossthe Treasury Regulations.
(i) The allocations set forth in Sections 4.3(b) through 4.3(h) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 4.3(i). Therefore, notwithstanding any other provision of this Section 4.3 (other than the Regulatory Allocations), the Tax Matters Partner shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.2.
Appears in 1 contract
Sources: Limited Liability Company Agreement (JCM Partners LLC)
Special Allocations. Notwithstanding the foregoing, the allocations provided in this Article 5 shall be subject to the following exceptions:
(a) Notwithstanding This Agreement is intended to comply with the safe harbor provisions set forth in Treasury Regulations Sections 1.704-1(b) and 1.704-2(i), and the allocations set forth in paragraph 5.2(b) (“Regulatory Allocations”) are intended to comply with certain requirements of such Treasury Regulations. In the event that the Regulatory Allocations result in allocations being made that are inconsistent with paragraph 5.1, the Managing Member may adjust subsequent allocations of any items of income, gain, loss, expense and deduction such that the net amount of the Regulatory Allocations and such subsequent special adjustments to each Member equal $0.00.
(b) The following Regulatory Allocations shall be made in the following order:
(i) Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04Article 5, if there is a net decrease in Company Minimum Gain the Fund’s “partnership minimum gain” (as defined in Treasury Regulations Section 1.704-2(b)(2) and 1.704-2(d)(1)) during any taxable periodAccounting Period, each Member shall be specially allocated items of Company the Fund’s income and gain for such period Accounting Period (and, if necessary, subsequent periodsAccounting Periods) in an amount equal to such Member’s share of the manner and amounts provided net decrease in Treas. Reg. §partnership minimum gain, determined in accordance with Treasury Regulations Section 1.704-2(f), (g)(2) and (j2(g)(2). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(iparagraph 5.2(b)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provisions provision of this Section 6.04 (other than 6.04(a)(i) above)Article 5, if there is a net decrease in Member Nonrecourse Debt Minimum Gain “partner nonrecourse debt minimum gain” (as defined in Treasury Regulations Section 1.704- 2(i)(2)) attributable to a “partner nonrecourse debt” (as defined in Treasury Regulations Section 1.704-2(b)(4)) during any taxable periodAccounting Period, any each Member with who has a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company the Fund’s income and gain for such period (Accounting Period and, if necessary, subsequent periods) Accounting Periods, in an amount equal to such Member’s share of the manner and amounts provided net decrease in Treas. Reg. §such partner nonrecourse debt minimum gain, determined in accordance with Treasury Regulations Section 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(iiparagraph 5.2(b)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in In the event any Member unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. §Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), ) through (5d)(6) or (6)which cause the Adjusted Capital Account Balance of such Member to be reduced below $0.00, items of Company Fund income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, eliminate the deficit balance, if any, in its Adjusted Capital Account Balance created by such adjustments, allocations allocations, or distributions as quickly as possible unless such deficit balance possible. This paragraph 5.2(b)(iii) is otherwise eliminated pursuant intended to Sections 6.04(a)(iconstitute a “qualified income offset” as described in Section 1.704- 1(b)(2)(ii)(d) of the Treasury Regulations and 6.04(a)(ii)shall be interpreted and applied consistently therewith.
(iv) In If the event any allocation of Loss (or items of loss or deduction) to a Member has a deficit balance as provided in its paragraph 5.1 hereof would create or increase an Adjusted Capital Account at the end of any taxable periodBalance deficit, then there shall be allocated to such Member shall be specially allocated only that amount of Loss (or items of Company gross income and gain in the amount of such excess loss or deduction) as quickly as possible; provided, however, that will not create or increase an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(aBalance deficit. The Loss (or items of loss or deduction) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with proportion to their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% relative positive Adjusted Capital Account Balances, subject to the Member that bears the Economic Risk limitations of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(kthis paragraph (iv). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Liability Company Agreement
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period: CHESAPEAKE MIDSTREAM PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Chesapeake Midstream Partners, L.P.)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the The following special allocations shall be made for each Fiscal Year or other periodin the following order:
(ia) Notwithstanding In any other provision of this Section 6.04, if Allocation Period in which there is a net decrease in Company Minimum Gain during any taxable periodGain, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the amount of the net decrease will be allocated to Members in the manner and amounts provided in Treas. Reg. §ratio required by Treasury Regulation section 1.704-2(f2(f)(6), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income j)(2)(i) or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable periodsuccessor provision. This Section 6.04(a)(i4.2(a) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if In any Allocation Period in which there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable periodattributable to Member Nonrecourse Debt, any then income and gain in the amount of the net decrease will be allocated to each Member with who was considered to have had a share of the Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) the Allocation Period in the manner and amounts provided in Treas. Reg. §ratio required by Treasury Regulations sections 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of 1.704-2(j)(2)(ii) or any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable periodsuccessor provisions. This Section 6.04(a)(ii4.2(b) is intended to comply with the Member partner nonrecourse debt minimum gain chargeback requirement requirements in Treas. Reg. §Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iiic) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §Treasury Regulation sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall will be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the deficit balance, if any, in its Member’s Adjusted Capital Account created by such adjustments, allocations or distributions Deficit as quickly as possible unless such deficit balance possible; provided, however, that an allocation will be made under this Section 4.2(c) only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Sections 4.1 and 4.2 have been tentatively made as if this Section 4.2(c) were not in this LLCA. This Section 4.2(c) is otherwise eliminated pursuant intended to Sections 6.04(a)(iqualify as a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 6.04(a)(ii)shall be interpreted consistently therewith.
(ivd) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable periodAllocation Period that is in excess of the sum of (A) the amount such Member is obligated to restore pursuant to Section 12.3 and (B) the amount such Member is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, except that an allocation pursuant to this Section 6.04(a)(iv4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account in excess of such sum after all other allocations provided for in this Section 6.04(a) Sections 4.1 and 4.2 have been tentatively made as if Section 4.2(c) and this Section 6.04(a)(iv4.2(d) were not in this AgreementLLCA.
(ve) Nonrecourse Deductions for any taxable period shall Allocation Period will be allocated to the Members in accordance with their Percentage Intereststhe same ratio as other income and loss under Section 4.1 or 12.2, as applicable.
(vif) Any Member Nonrecourse Deductions for any taxable period shall Allocation Period will be allocated 100% to the Member that who bears the Economic Risk economic risk of Loss loss with respect to the Member Nonrecourse Debt to which such the Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Treasury Regulation Section 1.704-2(i2(i)(1).
(g) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect Company distributes property to a Member Nonrecourse Debtin liquidation of the Membership Interest of the Member and there is an adjustment in the adjusted tax basis of Company property under Section 734(b) of the Code, then there will be a corresponding adjustment to the Capital Account of the Member Nonrecourse Deductions attributable thereto receiving the distribution. If the Company distributes cash to a Member in excess of its outside basis in its Membership Interest, leading to an adjustment in the inside basis of the Company property under Section 734(b) of the Code, solely for purposes of adjusting Capital Accounts of the Members, the adjustment in the inside basis will be treated as gain or loss and be allocated among the Members in the same ratio as other gain or loss for the Allocation Period in which the adjustment occurs. This Section 4.2(g) is intended to comply with Treasury Regulation Sections 1.704-1(b)(2)(iv)(m)(2) and (4) and shall be interpreted and applied consistently therewith.
(h) The allocations in this Section 4.2 (the “Regulatory Allocations”) are required to comply with the Treasury Regulations. To the extent the Company can do so consistently with the Treasury Regulations and Section 4.4, the net amount of the allocations under this Article IV and Section 12.2 to each Member will be the net amount that would have been allocated to each Member if this LLCA did not contain the Regulatory Allocations. Therefore, notwithstanding any other provision of this Section 4.2, to the extent the Company can do so consistently with the Treasury Regulations and Section 4.4, the Company shall make offsetting special allocations of Company items of income, gain, loss or deduction such that, to the extent possible, the net amount of allocations under this Article IV and Section 12.2 will be the net amount that would have been allocated to each Member if the LLCA did not contain the Regulatory Allocations.
(i) Upon a transfer of a Company asset that constitutes “capital gain property” within the meaning of Treasury Regulations Section 1.755-1(a)(1), then notwithstanding any other provision of Section 4.1 or 4.2, any item of gain (not including any gain for which Sections 1245(a)(1) or 1250(a) would apply) resulting from such transfer shall be allocated between or among first 99% to any Class A Member that has a deficit Capital Account balance in excess of the amount such Members Member is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and 1% to the Class B Members, in accordance with their Pro Rata Shares, to the ratios extent of any such excess, and thereafter 5% in which they share such Economic Risk of Lossthe aggregate to the Class A Members, in accordance with their Pro Rata Shares, and 95% to the Class B Members, in proportion to their Pro Rata Shares.
Appears in 1 contract
Special Allocations. (a) Notwithstanding any other provision the provisions of this AgreementSection 8.1, the following allocations of items of income, gain, loss or deduction shall be made for each Fiscal Year or other periodmade:
(ia) Notwithstanding If in any other provision of this Section 6.04, if taxable year there is a net decrease in Company the amount of the Company’s Minimum Gain during any taxable periodGain, each Member shall be allocated items of Company income and gain for such period that year (and, if necessary, subsequent periodsyears) equal to that Member’s share of the net decrease in such Minimum Gain (within the manner and amounts provided in Treas. Reg. §meaning of Treasury Regulation Section 1.704-2(f2(g)(2), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account The items to be so allocated shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 in accordance with respect to such taxable periodTreasury Regulation Section 1.704-2(j). This Section 6.04(a)(i8.2(a) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) 2 and shall be interpreted consistently therewith.
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above)If, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with year a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. §Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, Regulation Section 1.704-1(b)(2)(ii)(d) the deficit balance, if any, in its Adjusted Capital Account created by Deficit of such adjustments, allocations or distributions Member as quickly as possible unless such deficit balance is otherwise eliminated possible, provided that an allocation pursuant to Sections 6.04(a)(ithis Section 8.2(b) shall be made only if and to the extent that such Member has an Adjusted Capital Account Deficit after all other allocations provided for in this Article 8 have been tentatively made as if this Section 8.2(b) were not in the Agreement. This Section 8.2(b) is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 6.04(a)(ii)shall be interpreted consistently therewith.
(ivc) In the event If any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable periodfiscal year that is in excess of the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulation Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv8.2(c) shall be made only if and only to the extent that such Member would have a deficit balance in its Adjusted Capital Account in excess of such sum after all other allocations provided for in this Section 6.04(a) Article 8 have been tentatively made as if Section 8.2(b) and this Section 6.04(a)(iv8.2(c) were not in this the Agreement.
(vd) Nonrecourse Deductions deductions (as that term is defined in Treasury Regulation Section 1.704-2(b)(1) and 2(c)) for any taxable period fiscal year shall be specially allocated to the Members in proportion to their respective number of Units.
(e) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a Distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their Percentage Interests.
(viinterests in the Company if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) Member Nonrecourse Deductions for any taxable period shall be allocated 100% applies, or to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which whom such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §distribution was made if Treasury Regulation Section 1.704-2(i1(b)(2)(iv)(m)(4) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Lossapplies.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)
Special Allocations. (a) Notwithstanding any other provision the provisions of this Agreement-------------------
Section 9.1 hereof to the contrary, the following allocations special rules shall apply:
A. No allocation shall be made for each Fiscal Year to any Limited Partner to the extent that any such allocation would create or other period:
(i) Notwithstanding enlarge an Adjusted Capital Account Deficit with respect to any other provision such Limited Partner's Capital Account, as determined as of this Section 6.04, if there is a net decrease in Company Minimum Gain during the end of any taxable period, each Member year of the Partnership. Any items which would be allocated to a Limited Partner but for the preceding sentence shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewithGeneral Partner.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during B. If any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704(S)(S)1.704-1(b)(2)(ii)(d)(41(b) (2) (ii)(d)(4), (5) or (6), then items of Company Partnership income and gain (comprising the Profits or Losses of the Partnership. shall be specially allocated to each such Member Limited Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury the Regulations, the deficit balancesuch Limited Partner's Adjusted Capital Account Deficit, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation the allocations to be made pursuant to this Section 6.04(a)(iv) Subsection 9.2.B shall be made only if and to the extent that any such Member Limited Partner, unexpectedly receiving any such adjustment, allocation or distribution, would have a deficit balance in its an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6.04(a) Agreement have been tentatively made made, as if this Section 6.04(a)(iv) Subsection 9.2.B were not in this the Agreement.
1. Except as provided in Subsection 9.2.C.2 below, notwithstanding any other provision contained herein to the contrary, if in any Partnership taxable year, beginning on or after the effective date of this Agreement, there is a net decrease in the Partnership "minimum gain" [as such term is defined in Reg. (vS.1.704-2(d)], prior to allocating Profits or Losses (or items thereof) Nonrecourse Deductions for such taxable year and, if necessary, for subsequent years, under any taxable period other provision of this Agreement, each Partner shall be allocated items of income and gain (comprising the Partnership's Profits or Losses. for such taxable year and, if necessary, for subsequent taxable years in proportion to and to the Members extent of each Partner's share of the net decrease in the Partnership's minimum gain during such Partnership taxable year. The items of income and gain to be so allocated shall be determined in accordance with their Percentage InterestsReg. (S.1.704-2(f) This Subsection 9.
2.C.1 is intended to comply with the minimum gain chargeback requirements of Reg. (vi) Member Nonrecourse Deductions for any taxable period S.
1. 704-2(f), and shall be allocated 100% interpreted in a manner consistent therewith.
2. Notwithstanding Subsection 9.2.C.1 above, the provisions of Subsection 9.2.C.1 above shall not apply to a Partner or Partners otherwise subject thereto if:
(i) such Partner's share of the net decrease in Partnership minimum gain is caused by a guaranty, refinancing or other change in the debt instrument causing it to become partially or wholly recourse debt or partner nonrecourse debt, and such Partner bears the economic risk of loss (within the meaning of Reg. (S.1.752-2. for the newly guaranteed, refinanced or otherwise changed liability;
(ii) such Partner contributes capital to the Member Partnership that bears is used to repay the Economic Risk nonrecourse liability (in whole or in part), and the Partner's share of Loss the net decrease in Partnership minimum gain results from such repayment;
(iii) compliance with Subsection 9.2.C.1 above causes (or is reasonably expected to cause. the Partners' final Capital Account balances to not be at the Target Final Balances required under Subsection 9.1.C above, or the General Partner's final Capital Account balance to be negative and one or more of the Limited Partners' final Capital Account balances to be positive, after considering the reasonably expected availability and sufficiency of additional Partnership Profits or Losses (or items thereof) to offset the distortion which may otherwise be created by such minimum gain chargebacks; or
(iv) the application thereof otherwise arises from a situation or circumstance exempted from the application thereof pursuant to any revenue ruling, regulation, amendment or otherwise. The determination of whether and to what extent the allocations otherwise required to be made pursuant to Subsection 9.2.C.1 should be made, based upon the criteria set forth above, shall be made in the reasonable discretion of the General Partner after consultation with the Partnership's tax advisers and the approval of United, which approval shall not be unreasonably withheld. For purposes of determining whether compliance with the minimum gain chargeback rules set forth in Subsection 9.2.C.1 above would distort the economic arrangement of the Partners, the Partners acknowledge and agree that the economic arrangement of the Partners is manifested in Section 10.1 below. Section 10.1 hereof describes the economic arrangement among the Partners, both as to the priority of distributions to be made by the Partnership to each of the Partners and the amounts and/or relative amounts to be distributed to each of the Partners at the separate priority levels.
2. Rules similar to those set forth in Subsection 9.3.C.2 above shall apply with respect to the Member Nonrecourse Debt determining whether and to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss what extent allocations otherwise required to be made to any Partner under applicable regulations with respect to any net decrease in a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall "partner nonrecourse debt" (as such term is defined for purposes of Reg. (S.1.704-2. should be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Lossmade.
Appears in 1 contract
Special Allocations. (a) Notwithstanding any other provision of in this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior Agreement to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) abovecontrary, in the event any Member Partner unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. §1.704Treasury Regulations Section I .704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) or (6)) with respect to such Partner's Capital Account that causes or increases an Adjusted Capital Account Deficit with respect to such Partner, items of Company Partnership income and gain shall be specially allocated to each such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount Deficit of such excess Partner as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(ivprovision (d) shall be made only if and to the extent that such Member Partner would have a deficit balance in its an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6.04(a) 19 have been tentatively made as if this Section 6.04(a)(ivprovision (d) were not in this Agreement.
. This Section 19(d) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations Section 1.704-1 (vb)(2)(ii)(d) Nonrecourse Deductions for any taxable period and shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss interpreted consistently therewith. "Adjusted Capital Account Deficit" means, with respect to any Partner, the Member Nonrecourse Debt deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Period, after giving effect to which the following adjustments: (a) credit to such Member Nonrecourse Deductions are attributable Capital Account any amounts that such Partner is obligated to restore or is deemed to be obligated to restore pursuant to the Treasury Regulations under Section 704 of the Code and (b) debit to such Capital Account the items described in accordance Treasury Regulations Sections 1 .704-l(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with Treas. Reg. §the provisions of Treasury Regulations Section 1.704-2(i1 (b)(2)(ii)(d) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto and shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Lossinterpreted consistently therewith.
Appears in 1 contract
Sources: Partnership Agreement
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This This
Section 6.04(a)(i6.1 (d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Rhino Resource Partners LP)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Access Midstream Partners Lp)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.045.01, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 5.01, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(fRegulation Sections 1.704‑2(f)(6), (g)(21.704‑2(g)(2) and (j1.704‑2(j)(2)(i), or any successor provision. For purposes of this Section 6.045.01(b), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 5.01(b) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 5.01(b)(vi) and 5.01(b)(vii)). This Section 6.04(a)(i5.01(b)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §1.704-2(fRegulation Section 1.704‑2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 5.01 (other than 6.04(a)(i) aboveSection 5.01(b)(i)), except as provided in Regulation Section 1.704‑2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4Regulation Sections 1.704‑2(i)(4) and (j)(21.704‑2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.045.01(b), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a5.01(b), other than Section 6.04(a)(i5.01(b)(i) aboveand other than an allocation pursuant to Sections 5.01(b)(vi) and 5.01(b)(vii), with respect to such taxable period. This Section 6.04(a)(ii5.01(b)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §1.704-2(i)(4Regulation Section 1.704‑2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement
Special Allocations. For purposes of the following provisions of this Section 3.2, the Clorox Partners will be regarded as a single JV Partner with a single Capital Account. Notwithstanding anything contained herein to the contrary:
(a) Notwithstanding If a JV Partner would at any other provision of this Agreementtime receive, the following allocations shall be made but for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.043.2(a), an allocation of deduction, loss, or expenditure that would cause or increase a deficit balance in such JV Partner's Capital Account in excess of any amount of such deficit balance that the JV Partner is obligated to restore or deemed obligated to restore (as determined in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(c)), then the portion of such allocation that would cause or increase such deficit Capital Account balance will be specially allocated to the other JV Partners, if there is a net decrease any, with positive Capital Account balances in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for proportion to such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasbalances. Reg. §1.704-2(f), (g)(2) and (j). For purposes of The loss limitation under this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i3.2(a) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f1(b)(2)(ii)(d), including the reductions described in subparagraphs (4), (5) and shall be interpreted consistently therewith(6) therein.
(iib) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above)If in any Fiscal Year a JV Partner receives an adjustment, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions distribution described in Treas. Reg. §Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company Joint Venture income and gain shall will be specially allocated to each such Member JV Partner in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by deficit of such adjustments, allocations or distributions JV Partner as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv3.2(b) shall will be made only if and to the extent that such Member JV Partner would have a deficit balance in its Adjusted Capital Account deficit after all other allocations provided for in this Section 6.04(a) Article III have been tentatively made as if this Section 6.04(a)(iv3.2(b) were not in the Agreement. This Section 3.2(b) is intended to qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.
(c) If there is a net decrease in minimum gain attributed to the Joint Venture or JV Partner nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulation Sections 1.704-2(d) and 1.704-2(i)) during any Joint Venture taxable year, the JV Partners will be allocated items of income and gain attributed to the Joint Venture for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated will be determined in accordance with Treasury Regulation Section 1.704-2(f). This Section 3.2(c) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations and will be interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4).
(d) The allocation provisions set forth in this AgreementArticle III and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation Section 1.704-1(b) and will be interpreted and applied in a manner consistent with such Regulations; provided however that such provisions will not affect the economic rights of any JV Partner, including rights to distributions with respect to the Joint Venture.
(e) Any special allocations of items of income, gain, loss or deductions pursuant to Sections 3.2(a), (b) and (c) will be taken into account in computing subsequent allocations pursuant to Section 3.1 and this Section 3.2, so that the net amount of any items so allocated will, to the extent possible, be equal to the net amount that would have been allocated to each such JV Partner pursuant to the provisions of this Article III if such special allocations had not occurred.
(f) In the event that any fees, interest, or other amounts paid to any JV Partner or any Affiliate thereof pursuant to this Agreement or any other agreement attributed to the Joint Venture with any JV Partner or Affiliate thereof providing for the payment of such amount, and deducted by the Joint Venture in reliance on Section 707(a) and/or 707(c) of the Code, are disallowed as deductions to the Joint Venture on its federal income tax return and are treated as Joint Venture distributions, then:
(i) the Net Profits or Net Loss, as the case may be, for the Fiscal Year in which such fees, interest, or other amounts were paid will be increased or decreased, as the case may be, by the amount of such fees, interest, or other amounts that are treated as Joint Venture distributions; and
(ii) there will be allocated to the JV Partner to which (or to whose Affiliate) such fees, interest, or other amounts were paid, prior to the allocations pursuant to Section 3.1, an amount of gross income for the Fiscal Year equal to the amount of such fees, interest, or other amounts that are treated as Joint Venture distributions.
(g) Prior to the allocation of Net Profits and Net Losses pursuant to Section 3.1, the following allocations shall be made for each Fiscal Year:
(i) The holder of the Class A Interest will be specially allocated royalty THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount of royalty payments [* * *] to the aggregate amounts distributable to the holder of the Class A Interest under Section 3.5(b)(i) hereof (without regard to distributions treated as guaranteed payments under such Section) in each Fiscal Quarter in such Fiscal Year. Royalty income allocated to the Class A Interest hereunder will be allocated among the various sources of such royalty income in the same manner as withholding taxes are calculated under the definition of “Deemed Withholding Taxes”. The holder of the Class A Interest will also be specially allocated income for such Fiscal Year in an [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated all income attributable to Glad License Termination Amounts paid for such Fiscal Year;
(ii) After the allocations pursuant to Section 3.2(g)(i) are made, the holder of the Class B Interest will be specially allocated royalty income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount [* * *] royalty payments received under the Glad License Agreements for such Fiscal Year, [* * *] the amount of royalty income allocated to the Class A Interest under Section 3.2(g)(i) for such Fiscal Year. The holder of the Class B Interest will also be specially allocated income for such Fiscal Year [* * *] IP Acquisition Prices with respect to IP Acquisitions, if any, for such Fiscal Year in excess of the aggregate IP Allocation Amounts included in the calculation of the Class A Special Amount and the Class C Special Amount for each Fiscal Quarter in such Fiscal Year;
(iii) The holder of the Class C Interest will be specially allocated royalty income attributable to royalty payments made under the JV Sublicense Agreements in such Fiscal Year in an amount of royalty payments [* * *] royalty payments received under the JV Sublicense Agreements for such Fiscal Year. The holder of the Class C Interest will also be specially allocated income for such Fiscal Year in an amount [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated [* * *] attributable to JV Sublicense Termination Amounts paid for such Fiscal Year;
(iv) The Clorox Partners will be specially allocated all deductions arising from the payment of guaranteed payments pursuant to Section 3.5(a) and Section 3.5(b) hereof in such Fiscal Year and shall be specially allocated [* * *] attributable to Prohibited License Amounts received on behalf of the Joint Venture in such Fiscal Year; and
(v) Nonrecourse Deductions for any taxable period shall Each JV Partner will be specially allocated to all deductions arising from the Members in accordance with their Percentage Interestsamortization of organizational expenses (within the meaning of Section 709(b) of the Code) incurred by such JV Partner on behalf of the Joint Venture.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Special Allocations. (a) Notwithstanding any other provision of in this Agreement, the following allocations shall be made for each Fiscal Year or other period:
Article V: (ia) Notwithstanding any other provision of this Section 6.04, if Minimum Gain Chargeback. If there is a net decrease in Company Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable periodyear, each Member the Partners shall be specially allocated items of Company Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) in the manner an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704- 2(g) and amounts provided 1.704-2(i)(5). The items to be so allocated shall be determined in Treas. Reg. §accordance with Treasury Regulations Section 1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i5.05
(a) is intended to comply with the partnership minimum gain chargeback requirement requirements in Treas. Reg. §1.704-2(f) such Treasury Regulations Sections and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period ; including that no chargeback shall be allocated items required to the extent of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts exceptions provided in Treas. Reg. §Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of -31- (b) Qualified Income Offset. If any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member Partner unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. §1.704-Treasury Regulations Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Company Partnership income and gain shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, eliminate the deficit balance, if any, balance in its such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly promptly as possible; provided, however, provided that an allocation pursuant to this Section 6.04(a)(iv5.05(b) shall be made only if and to the extent that such Member a Partner would have a deficit balance in its Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Section 6.04(a) Article V have been tentatively made as if this Section 6.04(a)(iv5.05(b) were not in this Agreement.
(v. This Section 5.05(b) Nonrecourse Deductions for any taxable period is intended to comply with the “qualified income offset” requirement of the Code and shall be allocated to the Members in accordance with their Percentage Interestsinterpreted consistently therewith.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Oaktree Holdings, LLC)
Special Allocations. Notwithstanding any provisions of paragraph 1 of this Appendix II, the following special allocations shall be made.
(a) Notwithstanding any other provision Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided in Section 1.704-2(f) of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.04Regulations, if there is a net decrease in Company Partnership Minimum Gain during for any taxable periodPartnership fiscal year, each Member Partner shall be specially allocated items of Company Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to such Partner's share of the manner and amounts provided net decrease in Treas. Reg. §Partnership Minimum Gain to the extent required by Regulations Section 1.704-2(f), (g)(2. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (j). For purposes j)(2) of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable periodRegulations. This Section 6.04(a)(isubparagraph 2
(a) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.
(iib) Notwithstanding Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the other provisions of this Section 6.04 (other than 6.04(a)(i) above)Regulations, if there is a net decrease in Member Partner Minimum Gain attributable to a Partner Nonrecourse Debt Minimum Gain during any taxable periodfiscal year, any Member with each Partner who has a share of Member Nonrecourse Debt the Partner Minimum Gain at attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704- 2(i)(5) of the beginning of such taxable period Regulations, shall be specially allocated items of Company Partnership income and gain for such period year (and, if necessary, subsequent periodsyears) in an amount equal to that Partner's share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner and amounts provided required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in Treas. Reg. §accordance with Sections 1.704-2(i)(4) and (j)(2). For purposes ) of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable periodRegulations. This Section 6.04(a)(iisubparagraph 2
(b) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in Treas. Reg. §said Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation Allocations pursuant to this Section 6.04(a)(ivsubparagraph 2(b) shall be made only if and in proportion to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall respective amounts required to be allocated to the Members in accordance with their Percentage Interestseach Partner pursuant hereto.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Mission West Properties Inc)
Special Allocations. (a) Notwithstanding any other provision provisions of this AgreementSection 6.1, the following thefollowing special allocations shall be made for each Fiscal Year or other on a Series by Series basis in the following order foreach taxable period:
(i) Notwithstanding any other provision of this Section 6.046.1, if there is a net decrease in Company Minimum Gain attributable to a Series during any taxable periodyear, each Member of suchSeries shall be allocated items of Company income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(2) and (jj)(2)(i). For purposes of this Section 6.046.1(b), each Member’s Adjusted Capital Account balance for such Series shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section
6.1 with respect to such taxable periodyear. This Section 6.04(a)(i6.1(b)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(iSection 6.1(b)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Series during any taxable periodyear, any Member with a share of such Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period year shall be allocated items of Company income and gain attributable to such Series for such period year (and, if necessary, subsequent periodstaxable years) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and 2(i)(4)and (j)(2j)(2)(ii). For purposes of this Section 6.046.1(b), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a)6.1, other than Section 6.04(a)(i6.1(b)(i) above, with respect to such taxable periodyear. This Section 6.04(a)(ii6.1(b)(ii) is intended to comply with the Member partner nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i6.1(b)(i) and 6.04(a)(ii6.1(b)(ii) above, in the event any eventany Member unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treas. Reg. §Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6)) attributable to a Series, items of Company income and gain of such Series shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury RegulationsRegulation, the deficit balance, if anyifany, in its Adjusted Capital Account attributable to such Series created by such adjustmentsadjustment, allocations allocation or distributions distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 6.04(a)(ii)shall be interpreted consistently therewith.
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable periodyear, such Member shall be specially allocated items of Company gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv6.1(b)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.04(a6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.04(a)(iv6.1(b)(iv) were not in this Agreement.
(v) Nonrecourse Deductions attributable to a Series for any taxable period year shall be allocated to the Members of such Series in accordance with their Percentage InterestsInterests for suchSeries.
(vi) Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for any taxable period year shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Treasury Regulation Section 1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vi) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.
(vii) To the extent an adjustment to the adjusted tax basis of any asset pursuantto Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704- 1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Member’s Interest in a Series, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Members in a manner consistent with the manner in which their CapitalAccounts are required to be adjusted pursuant to such provisions.
Appears in 1 contract
Sources: Limited Liability Company Agreement
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.046.1, the following special allocations shall be made for such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder NYC:103990_15.DOC shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Teekay LNG Partners L.P.)
Special Allocations. (a) Notwithstanding The following special allocations shall be made in the following order:
4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this AgreementArticle 4, the following each Partner shall receive such special allocations shall be made for each Fiscal Year or other period:of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2.
(i) Notwithstanding 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6)4, items of Company income and gain shall be specially allocated to such Member the Partners in an amount and a manner sufficient to eliminate, to that complies with the extent required by such “qualified income offset” requirement of Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(iiRegulations Section 1.704-1(b)(2)(ii)(d)(3).
(iv) 4.4.3. In the event any Member that a Partner has a deficit balance in its Adjusted Capital Account balance at the end of any taxable periodfiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Member Partner shall be specially allocated items of Company gross Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the amount of such excess as quickly as possible; provided, however, that an any allocation pursuant to under this Section 6.04(a)(iv) 4.4.3 shall be made only if and to the extent that such Member a Partner would have a deficit Capital Account balance in its Adjusted Capital Account excess of such sum after all other allocations provided for in this Section 6.04(a) Article 4 have been tentatively made as if this Section 6.04(a)(iv) 4.4.3 were not in this Agreement.
(v) 4.4.4. Partner Nonrecourse Deductions for any taxable period shall be specially allocated to the Members Partners in accordance with the manner in which they share the economic risk of loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt.
4.4.5. Each Nonrecourse Deduction of the Partnership shall be specially allocated to the Partners, pro rata, in proportion to their respective Percentage Interests.
(vi) Member Nonrecourse Deductions for 4.4.6. The amounts of any taxable period Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 4.4 shall be allocated 100% determined by applying rules analogous to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable those set forth in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of LossSection 1.1.74 as modified by Sections 1.1.74.1 through 1.1.74.5.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Business Partners L.P.)
Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period:
(i) Notwithstanding any other provision of this Section 6.045.1, the following special allocations shall be made for such taxable period as if the Partnership were treated as a partnership for federal income tax purposes:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 5.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.045.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 5.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 5.1(d)(vi) and 5.1(d)(vii)). This Section 6.04(a)(i5.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.. Table of Contents
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.04 5.1 (other than 6.04(a)(i) aboveSection 5.l(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.045.1(d), each MemberPartner’s Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a5.l(d), other than Section 6.04(a)(i5.l(d)(i) aboveand other than an allocation pursuant to Sections 5.l(d)(vi) and 5.l(d)(vii), with respect to such taxable period. This Section 6.04(a)(ii5.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Special Allocations. (a) Notwithstanding any other provision of Except as otherwise provided in this Agreement, the following special allocations shall will be made for each Fiscal Year or other periodin the following order and priority:
(i) Notwithstanding any other provision of this Section 6.04, 6.2) if there is a net decrease in Company Partner Minimum Gain during any taxable periodyear or other period for which allocations are made, each Member shall Partner or Assignee will be specially allocated items of Company Partnership income and gain for such that period (and, if necessary, subsequent periods) in accordance with the manner and amounts provided in Treas. Reg. §requirements of Treasury Regulations Section 1.704-2(f2(i)(4), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i6.2(d)(i) is intended to comply with the partnership minimum gain chargeback requirement in Treas. Reg. §charge-back requirements of Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith2(i)(4).
(ii) Notwithstanding the any other provisions provision of this Section 6.04 (other than 6.04(a)(i) above)6.2, if there is a net decrease in Member Nonrecourse Debt Partnership Minimum Gain during any taxable periodyear or other period for which allocations are made, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall each Partner or Assignee will be specially allocated items of Company Partnership income and gain for such that period (and, if necessary, subsequent periods) in accordance with the manner and amounts provided in Treas. Reg. §requirements of Treasury Regulations Section 1.704-2(i)(4) and (j)(22(f). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a), other than Section 6.04(a)(i) above, with respect to such taxable period. This Section 6.04(a)(ii6.2(d)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback requirement in Treas. Reg. §charge-back requirements of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith2(f).
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member A Partner or Assignee who unexpectedly receives any adjustmentsadjustment, allocations allocation or distributions distribution described in Treas. Reg. §Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), ) will be specially allocated items of Company Partnership income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations Deficit of the Partner or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess Assignee as quickly as possible; provided, however, provided that an any allocation pursuant to this Section 6.04(a)(iv6.2(d)(iii) shall will be made only if and only to the extent that such Member Partner or Assignee would have a deficit balance in its an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6.04(a) 6.2 have been tentatively made as if this Section 6.04(a)(iv6.2(d)(iii) were not in this Agreement.
(iv) Each Partner or Assignee who has a deficit Capital Account at the end of any Partnership taxable year that is in excess of the amount such Partner or Assignee is deemed to be obligated to restore under the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) will be specially allocated items of Partnership income and gain in the amount of the excess as quickly as possible, provided that any allocation pursuant to this Section 6.2(d)(iv) will be made if and only to the extent that such Partner or Assignee would have a deficit Capital Account in excess of such sum after all other allocations provided for in Section 6.2 have been tentatively made as if Section 6.2(d)(iii) and this Section 6.2(d)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable year or other period shall for which allocations are made will be allocated among the Partners or Assignees in proportion to the Members in accordance with their respective Percentage Interests.
(vi) Member Any Partner Nonrecourse Deductions for any taxable year or other period shall for which allocations are made will be allocated 100% to the Member that Partner or Assignee who bears the Economic Risk economic risk of Loss loss with respect to the Member Partner Nonrecourse Debt to which such Member Partner Nonrecourse Deductions are attributable in accordance with Treas. Reg. §Treasury Regulations Section 1.704-2(i2(i)(1).
(vii) To the extent an adjustment to the adjusted tax basis of any Partnership asset under Code Sections 734(b) or Treas. Reg. §743(b) is required to be taken into account in determining Capital Accounts under Treasury Regulations Section 1.704-2(k1(b)(2)(iv)(m). If more than one Member bears , the Economic Risk amount of Loss the adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis), and the gain or loss will be specially allocated to the Partners or Assignees in a manner consistent with respect the manner in which their Capital Accounts are required to be adjusted under Treasury Regulations Section 1.704-1(b)(2)(iv)(m).
(viii) To the extent any item of deduction or loss allocated to a Member Nonrecourse DebtPartner or Assignee would cause the Partner or Assignee to have an Adjusted Capital Account Deficit at the end of any taxable period, Member Nonrecourse Deductions attributable thereto the item of deduction or loss will be reallocated to the Managing General Partner.
(ix) In the event that any fees, interest, or other amounts paid to any General Partner pursuant to this Agreement, or any agreement between the Partnership and the General Partner providing for the payment of such amount, and deducted by the Partnership in reliance on Sections 707(a) and/or 707(c) of the Code, are disallowed as deductions to the Partnership on its federal income tax return and are treated as Partnership distributions, then there shall be allocated between to the General Partner to which such fees, interest, or other amounts were paid, prior to the allocations pursuant to this Section 6.2(d), an amount of gross income, for the year in which such fees, interest, or other amounts were paid, equal to the amount of such fees, interest, or other amounts that are treated as Partnership distributions.
(x) In the event that, upon the exercise of any options granted by the Partnership, a sale of Partnership assets is deemed to result by virtue of the value of the interest in the Partnership received upon exercise of the option exceeding the exercise price of the option, any gain or loss resulting from such deemed sale, and any compensation or other deductions of the Partnership in connection with the exercise of such option, shall be allocated among such Members the Partners and Assignees in accordance with the ratios provisions of Section 6.2(a) without consideration of any change in which they share such Economic Risk the Percentage Interests of Lossthe Partners and Assignees resulting from the exercise of the option.
(xi) Notwithstanding an other provision of this Agreement, no allocation of any item of income, gain, loss or deduction will be made to a Partner or Assignee if the allocation would not have "economic effect" under Treasury Regulations Section 1.704-1(b)(2)(ii) or otherwise would not be in accordance with the Partner's interest in the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(3). The Managing General Partner will have the authority in its sole and absolute discretion to reallocate any item in accordance with this Section 6.2(d)(xi).
Appears in 1 contract
Sources: Limited Partnership Agreement (U S Restaurant Properties Inc)
Special Allocations. (a) Notwithstanding any other provision of this Agreement------------------- Section 6.1, the following special allocations shall be made for each Fiscal Year or other such taxable period:
(i) Partnership Minimum Gain Chargeback. Notwithstanding any other ----------------------------------- provision of this Section 6.046.1, if there is a net decrease in Company Partnership Minimum Gain during any Partnership taxable period, each Member Partner shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(f2(f)(6), (g)(21.704-2(g)(2) and (j1.704- 2(j)(2)(i), or any successor provision. For purposes of this Section 6.046.1(d), each Member’s Partner's Adjusted Capital Account balance shall be determined determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 Section 6.1(d) with respect to such taxable periodperiod (other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi)). This Section 6.04(a)(i6.1(d)(i) is intended to comply with the partnership minimum gain Partnership Minimum Gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. --------------------------------------------------- Notwithstanding the other provisions of this Section 6.04 6.1 (other than 6.04(a)(i) aboveSection 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Member Partner with a share of Member Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §Treasury Regulation Sections 1.704-2(i)(4) and (j)(21.704- 2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.046.1(d), each Member’s Partner's Adjusted Capital Account balance shall be determined, and the allocation of income and or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.04(a6.1(d), other than Section 6.04(a)(i6.1(d)(i) aboveand other than an allocation pursuant to Sections 6.1(d)(v) and 6.1(d)(vi), with respect to such taxable period. This Section 6.04(a)(ii6.1(d)(ii) is intended to comply with the Member nonrecourse debt minimum chargeback of items of income and gain chargeback requirement in Treas. Reg. §Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii).
(iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement.
(v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests.
(vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.
Appears in 1 contract
Sources: Limited Partnership Agreement (Plains All American Pipeline Lp)