Special Tax Allocations Sample Clauses
Special Tax Allocations. The allocations in this Section 6.9 shall be given effect before giving effect to the allocations contained in Sections 6.1 through Section 6.5:
(a) Notwithstanding any provision contained herein to the contrary, if the amount of Net Loss and Loss for any Adjustment Period that would otherwise be allocated to a Member hereunder would cause or increase a deficit balance in such Member’s Capital Account to an amount in excess of the sum of such Member’s share of Minimum Gain as of the last day of such Adjustment Period, then a proportionate part of such Net Loss and Loss equal to such excess shall be allocated proportionately first to the other Members in an amount up to, but not in excess of, the amount that would cause or increase a deficit balance in each of such Member’s Capital Accounts to an amount equal to the sum of their respective shares of Minimum Gain as of the last day of such Adjustment Period. For purposes of this Section 6.9(a), each Member’s Capital Account shall be computed as of the last day of such Adjustment Period in the manner provided in the definition of Capital Account, but shall be reduced for the items described in Section 1.704-1(b)(2)(ii)-(d)(4), (5) and (6) of the Treasury Regulations interpreting the IRC.
(b) Notwithstanding any provision in this Agreement to the contrary, if any of the Members, as of the last day of any Adjustment Period, has a deficit balance in its Capital Account that exceeds the sum of its share of Minimum Gain as of such last day, then all items of income and gain of the Company (consisting of a prorata portion of each item of Company income, including gross income and Gain) for such Adjustment Period shall be allocated to such Members in the amount and in the proportions required to eliminate such excess as quickly as possible. For purposes of this Section, a Member’s Capital Account shall be computed as of the last day of an Adjustment Period in the manner provided in the definition of Capital Account, but shall be increased by any allocation of income to such Member for such Adjustment Period under Section 6.9(c).
(c) Notwithstanding any provision in this Agreement to the contrary, if there is a net decrease in the Minimum Gain during any Adjustment Period, then all items of gross income and Gain of the Company for such Adjustment Period (and, if necessary, for subsequent Adjustment Periods) shall be allocated to each Member in proportion to, and to the extent of, an amount equal to the greater of (i)...
Special Tax Allocations. Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Partners in accordance with the applicable provisions of the Partnership Audit Tax Rules.
Special Tax Allocations. The following special allocations shall be made in the following order:
Special Tax Allocations. Notwithstanding any other provision to the contrary in this Agreement, the following provisions shall apply:
Special Tax Allocations. In accordance with Code Sections 704(b) and 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any asset contributed to the capital of the Company will, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value at the time of contribution to the Company.
Special Tax Allocations. (a) Depreciation, Interest, Restructuring Losses and Items Relating to Extraordinary Expenditures.
(i) All items of loss and deduction attributable to Depreciation, Restructurings, and interest expense that are realized by Chaparral in any Allocation Period shall be allocated 100% to the Class B Members in such Allocation Period.
(ii) Items of deduction in an amount equal to Extraordinary Expenditures incurred in any Allocation Period shall be allocated 100% to the Class B Members.
(iii) Items of Gross Income in an amount equal to the Extraordinary Expenditure Recoveries realized in any Allocation Period shall be allocated 100% to the Class B Members in such Allocation Period. In applying this Section 4.4(a), the amounts to be allocated shall be the component items of income, gain, loss and deduction that constitute Chaparral's distributive share of income, gain, loss and deduction from any Project Company, or any Qualified Energy Assets even if such component items are not required to be separately stated.
(b) Minimum Gain Chargeback/Member Minimum Gain Chargeback. If there is a net decrease in "partnership minimum gain" (within the meaning of Regulation Section 1.704-2(d)) for an Allocation Period with respect to Chaparral, then there shall be allocated to each Member items of income and gain of Chaparral for that Allocation Period (and if necessary subsequent Allocation Periods) equal to that Member's share of the net decrease in partnership minimum gain (within the meaning of Regulation Section 1.704-2(g)(2)), subject to the exceptions set forth in Regulation Section 1.704-2(f)(2) and (3), and to any exceptions provided by the Commissioner of the Internal Revenue Service pursuant to Regulation Section 1.704-2(f)(5), provided, that if Chaparral has any discretion as to an exception provided pursuant to Regulation Section 1.704-2(f)(5), the Tax Fifth Amended and Restated Chaparral LLC Agreement Chaparral LLC Agreement Matters Partner may exercise reasonable discretion on behalf of Chaparral, which discretion shall be exercised in good faith so as not to prejudice the interests of any Member. The foregoing is intended to be a "minimum gain chargeback" provision as described in Regulation Section 1.704-2(f) and shall be interpreted and applied in all respects in accordance with that Regulation. If during an Allocation Period there is a net decrease in "partner nonrecourse debt minimum gain" (as determined in accordance with Regulation Section 1.704-2(i)(3)...
Special Tax Allocations. 19 Section 7.05.
Special Tax Allocations. Other Allocation Rules; Tax Allocations: Code Section 704(c)...............9 6.4 Allocations in the Event of Transfer................................................................9 6.5
Special Tax Allocations. Notwithstanding any other provision of this Article VII, the following special allocations shall be made in the following order:
Special Tax Allocations. (a) Allocations of tax credits, tax credit recapture, and any items related thereto (unless otherwise agreed to by the Members) shall be allocated to the Members in accordance with the Sharing Percentages or as otherwise agreed to by all of the Members.
(b) Cost and percentage depletion deductions and the gain or loss on the sale or other disposition of property, the production from which is or would be subject to depletion (“Depletable Property”) shall be computed separately by the Members rather than the Company. For purposes of making such computations, a Member's adjusted basis in each Depletable Property shall be allocated under Code Section 613A(c)(7)(D) in accordance with the Sharing Percentages.
(c) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the Company shall be allocated to the Members in accordance with Code 704(c).
(d) If the Manager determines, after consultation with legal counsel or the certified public accountant for the Company, that the allocation of any item of Company income, gain, loss, deduction, or credit is not specified in this Article 5 (an “unallocated item”), or that the allocation of any item of Company income, gain, loss, deduction, or credit hereunder is clearly inconsistent with the Members' economic interests in the Company (a “misallocated item”), then the company may allocate such unallocated items, or reallocate such misallocated items, to reflect such economic interests.
(e) For purposes of Treasury Regulation 1.752-3(a) (relating to the sharing of partnership “nonrecourse liabilities” among partners for basis purposes), the percentage interests in Company profits shall be the Sharing Percentages.