Unexpected Allocations and Distributions Sample Clauses

Unexpected Allocations and Distributions. No allocation may be made to a Member to the extent such allocation causes or increases a deficit balance in such Member's Adjusted Capital Account. Notwithstanding any other provision of this Agreement except Sections 5.3 hereof, in the event that a Member unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which results in such Member having a negative Adjusted Capital Account balance (as determined above), then such Member shall be allocated items of income and gain in an amount and manner sufficient to eliminate, to the extent required by the Regulations, such negative balance in such Member's Adjusted Capital Account as quickly as possible. This provision is intended to satisfy the "qualified income offset" items of the Code.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Unexpected Allocations and Distributions. No allocation may be made to a Limited Partner to the extent such allocation causes or increases a deficit balance in such Limited Partner's Capital Account in excess of any amount that such Limited Partner is obligated to restore (taking into account Treasury Regulations Sections 1.704-1(b)(2)(ii)(d), 1.704-2(i)(5) and 1.704-2(g)(1)(ii)) as of the end of the taxable year to which such allocation relates. Notwithstanding any other provision of this Agreement except subparagraphs (I) and (III) hereof, in the event that a Limited Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which - results in such Limited Partner having a negative Capital Account balance (as determined above), then such Limited Partner shall be allocated items of income and gain (including items of gross income) in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, such negative balance in such Limited Partner's Capital Account as quickly as possible.
Sample 1
Unexpected Allocations and Distributions. No allocation of Partnership Loss may be made to a Limited Partner to the extent such allocation causes or increases a deficit balance in such Limited Partner's Capital Account in excess of any amount that such Limited Partner is obligated to restore, pursuant to Regulations Section 1.704-1(b)(2)(ii)(d), as of the end of the taxable year to which the allocation relates. An allocation not made to a Limited Partner by reason of the preceding sentence shall be made to the General Partner. Each Limited Partner shall be deemed obligated to restore an amount equal to such Limited Partner's share of the minimum gain of the Limited Partnership, as determined under Regulations Section 1.704-1T(b)(4)(iv)(f). If a Limited Partner unexpectedly receives an adjustment, allocation or distribution which results in such Limited Partner having a negative Capital Account in excess of the amount such Limited Partner is obligated or deemed obligated to restore, then such Limited Partner shall be allocated items of income and gain in an amount sufficient to eliminate such excess negative balance as quickly as possible. This Section 3.3 shall be interpreted and applied consistent with the requirements of Regulations Section 1.704-1(b)(2)(ii)(d).
Sample 1
Unexpected Allocations and Distributions. No allocation may be made to a Partner to the extent such allocation causes or increases a deficit balance in such Partner’s Capital Account in excess of any amount that such Partner is obligated to restore (taking into account Regulations Sections 1.704-l(b)(2)(ii)(d), 1.704-2(g)(1)(ii) and 1.704-2(i)(5)), as of the end of the taxable year to which such allocation relates. Notwithstanding any other provision of this Agreement, in the event that a Partner unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-l(b)(2)(ii)(d)(4), (5) or (6) which results in such Partner having a negative Capital Account balance (as determined above), then such Partner shall be allocated items of income and gain in an amount and manner sufficient to eliminate, to the extent required by the Regulations, such negative balance in such Partner’s Capital Account as quickly as possible. Any special allocation made under this Section 6.6.1 shall be taken into account for purposes of determining subsequent allocations of Profits and Losses so that the total allocations will, to the extent possible, equal the allocations which would have been made if this Section had not previously applied.
Sample 1

Related to Unexpected Allocations and Distributions

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • Distributions and Allocations All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) and all allocations of income, profits, and loss shall be made 100% to the Member in accordance with its Membership Interest. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Member from the Company shall be treated as amounts distributed to the Member pursuant to this Section 7.3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.

  • Profit Loss and Distributions 4.1. Distributions of Cash Flow and Allocations of Profit or Loss Other Than From Capital Transactions.

  • Profits Losses and Distributions A. Each Member shall share all profits and losses, pro rata, in proportion to the Member's Interest in the Company. A Member's Interest shall be defined as a Member's pro rata share of ownership in the Company.

  • Distributions and Adjustments (a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company without additional consideration paid to the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock.

  • Capital Accounts and Allocations (a) CAPITAL ACCOUNTS. A separate capital account (a "Capital Account") shall be established and maintained for each Member, which shall initially be equal to the Capital Contribution of such Member as set forth on Schedule A hereto. Such Capital Accounts shall be maintained in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, and this Section 5.2 shall be interpreted and applied in a manner consistent with said Section of the Treasury Regulations. The Capital Accounts shall be maintained for the sole purpose of allocating items of income, gain, loss and deduction among the Members and shall have no effect on the amount of any distributions to any Members in liquidation or otherwise. The amount of all distributions to Members shall be determined pursuant to Sections 5.3, 5.4 and 5.5.

  • Allocations The profits and losses of the Company shall be allocated to the Members in accordance with their Percentage Interests from time to time.

  • Capital Accounts Allocations There shall be established in respect of each Holder a separate capital account in the books and records of the Up-MACRO Holding Trust in respect of the Holder's Capital Contributions to the Up-MACRO Holding Trust (each, a "Capital Account"), to which the following provisions shall apply:

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

Time is Money Join Law Insider Premium to draft better contracts faster.