Special Basis Adjustments. In connection with any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner may cause the Partnership, on behalf of the Partners and at the time and in the manner provided in Treasury Regulations Section 1.754-1(b), to make an election to adjust the basis of the Partnership’s property in the manner provided in Sections 734(b) and 743(b) of the Code. ARTICLE VII CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS; ALLOCATIONS; DISTRIBUTIONS
Special Basis Adjustments. In connection with any assignment or transfer of a Company interest permitted by the terms of this Agreement, the Managing Member may cause the Company, on behalf of the Members and at the time and in the manner provided in Code Regulations Section 1.754-1(b), to make an election to adjust the basis of the Company’s property in the manner provided in Sections 734(b) and 743(b) of the Code.
Special Basis Adjustments. In the event of a transfer of all or any part of the Interest of the Investment Limited Partner or a transfer of all or any part of an interest of a partner and/or holders of beneficial assignee certificates of the Investment Limited Partner, the Partnership shall elect, upon the request of the Investment Limited Partner, pursuant to Section 754 of the Code, to adjust the basis of the Partnership property. Any adjustments made pursuant to said Section 754 shall affect only the successor in interest to the transferring Partner or partner or holder of beneficial assignee certificate thereof. Each Partner will furnish the Partnership all information necessary to give effect to such election.
Special Basis Adjustments. To the extent an adjustment to the adjusted tax basis of any Company Asset, pursuant to Code section 734(b) or Code section 743(b) is required, pursuant to Treas. Reg. §§ 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 such Member’s 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 interests in the Company in the event Treas. Reg. § 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treas. Reg. § 1.704-1(b)(2)(iv)(m)(4) applies.
Special Basis Adjustments. In the event of a transfer of all or any part of the interest of any Partner, including a transfer upon the death of a Partner, and a transfer of an interest pursuant to Article V, the Partnership, upon request of the transferor or transferee shall elect, pursuant to Section 754 of the Internal Revenue Code of 1986, as amended (or corresponding provisions of succeeding law), to adjust the basis of the Partnership's property. Notwithstanding anything contained in Article VI of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor in interest. Each Partner will furnish the Partnership with all information necessary to give effect to such election.
Special Basis Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code section 734(b) or Code section 743(b) is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m)(2) or Treas. Reg. § 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 holder of Units in complete liquidation of its 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 gain or loss shall be specially allocated to the holders of Units in accordance with their respective Base Percentage Interests in the event that Treas. Reg. § 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner(s) to whom such distribution was made in the event that Treas. Reg. § 1.704-1(b)(2)(iv)(m)(4) applies.
Special Basis Adjustments. In the event of a transfer of all or any part of the interest of any Partner for an amount in excess of the adjusted basis for that interest for Federal income tax purposes, the Partnership may, with the written consent of each Partner, elect pursuant to Section 754 of the Code to adjust the basis of the Partnership property. Notwithstanding anything contained in Article VII of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor in interest to the transferring Partner for tax accounting purposes and shall not affect the Capital Accounts of any of the Partners (except as provided by Treas. Reg. § 1.704-1(b)(2)(iv)(m)) or the amount of its Capital Contribution hereunder. Each Partner will furnish the Partnership with all information necessary to give effect to the election and shall pay all out-of-pocket costs and expenses of the Partnership associated with any election applicable as to that Partner.
Special Basis Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership Asset, pursuant to Code section 734(b) or Code section 743(b) is required, pursuant to Treas. Reg. §§ 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 Partner in complete liquidation of such Partner’s 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 loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership in the event Treas. Reg. § 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner to whom such distribution was made in the event Treas. Reg. § 1.704-1(b)(2)(iv)(m)(4) applies.
Special Basis Adjustments. In the event of a transfer of all or any part of the Interest of the Investment Limited Partners or a transfer of all or any part of an interest of a partner of the Investment Limited Partners, the Partnership shall elect, upon the request of the Investment Limited Partners, pursuant to Section 754 of the Code, to adjust the basis of the Partnership property. Any adjustments made pursuant to said Section 754 shall affect only the successor in interest to the transferring Partner or partner thereof. Each Partner will furnish the Partnership all information necessary to give effect to such election. The General Partners, in their discretion, may cause the Partnership to make the Section 754 election even when the Partnership is not required to make it under this Section 12.5.
Special Basis Adjustments. In the event of the distribution of property by the Partnership within the meaning of Section 734 of the Code, or the transfer of an interest in the Partnership within the meaning of Section 743 of the Code, the Partners, in their sole discretion may elect to adjust the basis of the Partnership property pursuant to Sections 734, 743 and/or 754 of the Code. However, the determination of profits, losses, distributions and capital accounts shall, for purposes of Article VIII of this Agreement, be made without taking into account any such special basis adjustments. Each Partner will furnish the Partnership with all information necessary to give effect to any such election.
