Common use of Tax Allocations; Code Section 704(c) Clause in Contracts

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value,” subsequent allocations of income, gain, loss and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value,” , subsequent allocations of income, gain, loss and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.2501.1250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided for in this Section 5.6Agreement, each item of income, gain, loss loss, deduction and deduction of the Partnership for federal income tax purposes credit shall be allocated among the Partners Members in the same manner for U.S. federal income tax purposes as such items are the correlative item of book income, gain, loss, deduction and credit is allocated for book purposes under this Article V. pursuant to Sections 5.1, 5.2, 5.3 and 5.4. In addition, in accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss loss, deduction and deduction credit with respect to any Property property contributed to the capital of the Partnership Company shall, solely for U.S. federal income tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted tax basis of such Property property at the time of contribution to the Partnership Company for U.S. federal income tax purposes and its initial Gross Asset Value (computed in accordance with at the definition time of “Gross Asset Value”). Such allocation shall be made in accordance with contribution using the “remedial traditional method” described by Regulations as set forth in Treasury Regulation Section 1.704-3(d3(b). (b) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph (ii) of in accordance with the definition of “Gross Asset Value,” Value hereof, subsequent allocations of items of income, gain, loss and deduction with respect to such Property asset shall take account of any variation between the adjusted tax basis of such Property asset for U.S. federal income tax purposes and its adjusted Gross Asset Value in a manner consistent with the same manner as under principles of Code Section 704(c) and the Treasury Regulations promulgated thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall shall, subject to Section 6.3(a)(xiv) hereof, be made by the General Partner Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of U.S. federal, state state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Members’ Capital Account or share of Profits, LossesNet Income (or items of income or gain) or Net Loss (or items of loss or deduction), other items items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Partnership Company for federal income tax purposes shall be allocated among the Partners Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value,” , subsequent allocations of income, gain, loss and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.2501.1250-1(f), any gain allocated to the Partners Members upon the sale or other taxable disposition of any Partnership asset Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value,” , subsequent allocations of income, gain, loss and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Treasury Regulations Sections 1.1245-1(e) and 1.250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.63.6, each item of income, gain, loss and deduction of the Partnership Company for federal income tax purposes shall be allocated among the Partners Members in the same manner as such items are allocated for book purposes under this Article V. III. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss loss, and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made in accordance with ) using the “remedial allocation method” described by in Treasury Regulations Section 1.704-3(d). For purposes of applying Section 704(c) and the remedial allocation method, to the extent that the Company is required under Code Section 263A to capitalize into inventory costs depreciation allowances with respect to the Anadarko Contributed Assets, the difference between gross income derived from the business of operating the Anadarko Contributed Assets as computed for Code Section 704(b) purposes and gross income derived from the business of operating the Anadarko Contributed Assets as computed for tax purposes will be treated as gain from the disposition of a contributed asset. (bc) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value,” , subsequent allocations of income, gain, loss loss, and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with thereunder applying the “remedial allocation method” described by in Treasury Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Tax Matters Member, with the consent of the Class A Member, which consent will not be unreasonably withheld, delayed or conditioned, in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 3.6 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of Profits, Losses, other items items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Partnership Company for federal income tax purposes shall be allocated among the Partners Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value,” , subsequent allocations of income, gain, loss and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.2501.1250-1(f), any gain allocated to the Partners Members upon the sale or other taxable disposition of any Partnership asset Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Partnership Company for federal income tax purposes shall be allocated among the Partners Members in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Common Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value,” , subsequent allocations of income, gain, loss and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.2501.1250-1(f), any gain allocated to the Partners Common Members upon the sale or other taxable disposition of any Partnership asset Property shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners Common Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value,” , subsequent allocations of income, gain, loss and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.6herein, for federal income tax purposes, (i) each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners Members in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Sections 5.1 and 5.2, and (ii) each tax credit shall be allocated to the Members in the same manner as the receipt or expenditure giving rise to such items are credit is allocated for book purposes under this Article V. pursuant to Section 5.1 or 5.2. (b) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition herein of “Gross Asset Value”). Such allocation The Company shall be made use the remedial method of allocations specified in accordance with the “remedial method” described by Regulations Section Regulation §1.704-3(d)) or successor regulations, unless otherwise required by law, with respect to the initial contribution set forth on Schedule 1. (bc) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph (iib) of the definition of “Gross Asset Value,” , subsequent allocations of income, gain, loss and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Board in any manner that reasonably reflects the purpose and intention of this Agreement; provided, that the Company, in the discretion of the Board, may make, or not make, “curative” or “remedial” allocations (within the meaning of the Regulations under Code Section 704(c)) including, but not limited to “curative” allocations which offset the effect of the “ceiling rule” for a prior Taxable Year (within the meaning of Regulation Section 1.704-3(c)(3)(ii)) and “curative” allocations from disposition of contributed property (within the meaning of Regulation Section 1.704-3(c)(3)(iii)(B)). Allocations pursuant to this Section 5.6 5.4 are solely for purposes of federal, state state, and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of Profits, Losses, other items items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). (a) Except as otherwise provided in this Section 5.66.06, each item of income, gain, loss and deduction of the Partnership Company for federal income tax purposes shall be allocated among the Partners Members in the same manner as such items are allocated for book purposes under this Article V. IV. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership Company shall, solely for tax purposes, be allocated among the Partners Members so as to take account of any variation between the adjusted basis of such Property to the Partnership Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made ” in accordance with the “remedial method” described by Regulations Section 1.704-3(d1.01). (b) In the event the Gross Asset Value of any Property Company asset is adjusted pursuant to subparagraph clause (ii) of the definition of “Gross Asset Value,” , subsequent allocations of income, gain, loss and deduction with respect to such Property asset shall take account of any variation between the adjusted basis of such Property asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner Members in any manner that reasonably reflects the purpose and intention of this Agreement, provided that the Company shall elect to apply the traditional method described by Regulation Section 1.704-3(b), and provided, further, that any items of loss or deduction attributable to property contributed by a Member shall, to the extent of an amount equal to the excess of (A) the federal income tax basis of such property at the time of its contribution over (B) the Gross Asset Value of such property at such time, be allocated in its entirety to the such contributing Member and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Member (including a transferee of the contributing Member) shall be equal to its Gross Asset Value upon its contribution to the Company. Allocations pursuant to this Section 5.6 6.06 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.