Qualified Income Offset definition

Qualified Income Offset shall have the meaning set forth in Regulations Section 1.704-1(b)(2)(ii)(d).

Qualified Income Offset provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) are incorporated herein by reference and shall apply to adjust the allocation of Profit and Loss otherwise provided for under Sections 5.2 and 5.3 to the extent provided in that regulation.

Qualified Income Offset provisions set forth in Exhibit B, Company Income or Loss for each Accounting Period shall be allocated one hundred percent (100%) to the Capital Accounts of the Members in proportion to their respective Company Percentages.

Examples of Qualified Income Offset in a sentence

• As used herein, the term "Qualified Income Offset Amount" for a Partner means the excess, if any, of (x) the negative balance a Partner has in its Capital Account following the adjustment, allocation, or distribution described in the preceding sentence, over (y) the maximum amount that it is obligated (or is deemed to be obligated) to restore to the Partnership upon liquidation as determined in accordance with Regulations Sections 1.704-2(f), (g), and (i).

• For purposes of this Article, a Trust Beneficiary's Capital Account shall be treated as reduced by Qualified Income Offset Items.

• The allocations in the last sentence of the first paragraph of Section 14.3 (Losses and Other Items) and Sections 14.4 (Minimum Gain Chargeback), 14.5 (Member Nonrecourse Debt Minimum Gain), 14.6 (Qualified Income Offset), 14.7 (Gross Income Allocation), 14.8 (Nonrecourse Deductions), 14.9 (Member Nonrecourse Deductions) and 14.10 (Code Section 754 Adjustments) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations.

• Notwithstanding the foregoing, the Trust may adjust allocations made to each Holder for income tax purposes to maintain substantial economic effect, or to ensure that such allocations are in accordance with the interests of the Holders’ interest in the Trust, in each case within the meaning of the Code and the Treasury Regulations, and to comply with the Minimum Gain Chargeback, Qualified Income Offset and other relevant provisions of the Treasury Regulations.

• Any Qualified Income Offset, Gross Income Allocation, Nonrecourse Deduction, Member Nonrecourse Deductions, Member Minimum Gain Chargeback, Minimum Gain Chargeback, Code Section 704(c) allocations, or other amount shall be specially allocated under Sections 5.04, 5.05, 5.06, 5.07, 5.08, 5.09, 5.10, 5.11 and 5.12 before any other allocations, and the Minimum Gain Chargebacks shall be the first allocations made.

More Definitions of Qualified Income Offset

Qualified Income Offset. The allocations provided for in Article VII shall be subject to the following exceptions:

Qualified Income Offset. See Section 3.5(a)(iii).

Qualified Income Offset means the special allocation provided for in Section 5.04. Recapture Gain – has the meaning assigned to it in Section 5.11. Regulatory Allocation – has the meaning assigned to it in Section 5.12. Securities Act – means the United States Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder. Social Impact Investor – means a Member that holds any Class B Units, including any fractional Class B Units. The initial Social Impact Investor will be Arc Chicago, LLC, a Delaware limited liability company. Subscription Agreement – has the meaning assigned to it in Section 4.01. Subsidiary – means, with respect to any Person, any corporation, limited liability company, trust, partnership or joint venture, or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person. Supermajority in Interest of the Members – means, at any determination date, Non-Defaulting Members who collectively hold at least sixty-six and two-thirds percent (66 2/3%) of the Units held by all Non-Defaulting Members. Tax Book Value – means the adjusted basis for federal income tax purposes of any Company property, except as follows: (i) the Tax Book Value of any property contributed by a Member to the Company shall initially be its gross fair market value, as set forth herein or as otherwise jointly determined by the contributing Member and the Company; (ii) the Tax Book Value of all Company property shall be adjusted based on their respective fair market values, as agreed by the Members, as of each of the following times: (A) the acquisition of an additional Interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution to the Company; (B) the Distribution by the Company to a retiring or continuing Member of more than a de minimis amount of property or cash, as consideration for an Interest in the Company (within the meaning of Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5)); and (C) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); and (iii) if the Tax Book Value of any Company property has been determined or adjusted pursuant to clause (i) or (ii) above, it shall thereafter be adjusted by the depreciation, amortization and any other cost recovery deductions taken into account with respect to such property for purposes of computing Net ...

Qualified Income Offset. (each as defined in the Regulations under Section 704 of the Code). No allocation of Net Loss (or items thereof) shall be made to any Member to the extent that such allocation would create or increase an Adjusted Capital Account Deficit with respect to such Member. In addition, all nonrecourse deductions (within the meaning of such Regulations) for any Fiscal Period shall be allocated to the Members in accordance with any permissible method under the applicable Regulations, and all “partner nonrecourse deductions” (within the meaning of such Regulations) for any Fiscal Period shall be allocated to the Member who bears the economic risk of loss with respect to the “partner nonrecourse debt” (within the meaning of such Regulations) to which such partner nonrecourse deductions are attributable in accordance with the Regulations under Section 704 of the Code.

Qualified Income Offset pursuant to Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Qualified Income Offset. See Section 5.5.

Qualified Income Offset has the meaning set forth in Treasury Regulations Section 1.704-1(b)(2).