Tax Purposes. Allocations under this Section 6.4 are solely for purposes of federal, state and local income taxes and will not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses or other items or distributions under any provision of this Agreement.
Tax Purposes. In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph 1.2.2.2 of this Exhibit "A", subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under IRC Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Manager in a manner that reasonably reflects the purpose and intention of the Agreement. Allocations pursuant to this Paragraph 3 are solely for purposes of federal and state income taxes and shall not, except to the extent required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), affect, or in any way be taken into account in computing, any Member's Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.
Tax Purposes. The provisions of this Indenture shall be interpreted to further this intention and agreement of the parties.
Tax Purposes. Bio Marin represents, warrants and covenants:
Tax Purposes. The Parties agree (a) to be bound by the allocation of assets on Exhibit 2.1 for all federal, state, and local income tax purposes and (b) to file Internal Revenue Service Form 8594 (and other forms required by law) in accordance with the allocation of assets on Exhibit 2.1.
Tax Purposes. If any Partnership assets are reflected in the capital accounts of the Partners and on the books of the Partnership at a book value that differs from the tax basis of such assets, then items attributable to such property for U.S. federal income tax purposes shall be shared among the Partners in a manner that take account of the variation between such tax basis and book value in the same way as variations between the tax basis and fair market value of property contributed to the Partnership would be taken into account under Code Section 704(c).
Tax Purposes. In the event the Servicer shall consent to the deferment of the due dates for payments due on an SBA Note, the Servicer shall nonetheless make payment of any required Monthly Advance with respect to the payments so extended to the same extent as if such installment were due, owing and delinquent and had not been deferred, and shall be entitled to reimbursement therefor in accordance with Section 5.04(b) hereof.
Tax Purposes. For income tax purposes, the Delaware partnership shall be a continuation of the Washington partnership and shall have the same Employer Identification Number, which is 00-0000000.
Tax Purposes. (e) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Section 5.1.
Tax Purposes. The parties hereto shall cooperate fully with respect to the reporting and defense of the position set forth in this Section 7.21.