Allocation of Items Sample Clauses

Allocation of Items. Included in Net Profits and Net Losses. Whenever a proportionate part of the Net Profits or Net Losses is allocated to a Member, every item of income, gain, loss, or deduction entering into the computation of such Net Profits or Net Losses shall be credited or charged, as the case may be, to such Member in the same proportion.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Allocation of Items. Whenever a proportionate part of the Partnership’s Net Profits or Net Losses is credited or charged to a Partner’s Capital Account, every item of income, gain, loss or deduction entering into the computation of such Net Profit or Net Loss shall be considered either credited or charged, as the case may be, and every item of credit or tax preference related to such Net Profit or Net Loss and applicable to the period during which such Net Profit or Net Loss was realized shall be allocated to such account in the same proportion.
Sample 1Sample 2
Allocation of Items. In the case of an assessment or refund which is imposed or received with respect to an Income Tax Refund filed for a taxable period that includes but does not end on a Subsidiary's Split-off Date, the amount of the assessment or refund which relates to the portion of the taxable period ending on such Subsidiary's Split-off Date shall be determined by allocating the items to which the assessment or refund relates to the date on which such items are properly taken into account for Income Tax purposes, and in the case of any item which cannot be allocated to a specific date, by ratably allocating such item between the portion of the taxable period ending on such Subsidiary's Split-off Date and the portion of the taxable period beginning immediately after such Subsidiary's Split-off Date based on the number of days in such respective portions.
Sample 1Sample 2
Allocation of Items. Subject to any special allocation provided in Section 8.1(c), to the extent possible, each Member shall be allocated a share of each Company item allocated pursuant to this Section 9.1 in proporation the Net Income or Net Losses allocable pursuant to this Section 9.1.
Sample 1Sample 2
Allocation of Items. Any allocation to a member of Profit or Loss shall be treated as an allocation to such Member of the same share of each item of income, gain, loss or deduction that is taken into account in computing Profit or Loss. Unless otherwise specified herein to the contrary, any allocation to a Member of items of Company income, gain, loss or deduction shall be treated as an allocation of a pro rata portion of each item of Company income, gain, loss or deduction. FIRST AMENDMENT TO OPERATING AGREEMENT OF RTM ACQUISITION COMPANY, L.L.C. THIS FIRST AMENDMENT TO OPERATING AGREEMENT OF RTM ACQUISITION COMPANY, L.L.C., (this “Amendment”) made and entered into as of January 1, 2000, by and among the undersigned. WHEREAS, RTM ACQUISITION COMPANY, L.L.C., a Georgia limited liability company, (the “Company”) was formed pursuant to Articles of Organization dated as of April 8, 1997, and that certain RTM ACQUISITION COMPANY, L.L.C., Operating Agreement dated as of April 8, 1997, by and among the persons set forth below under the heading “Current Members” (the “Operating Agreement”);
Sample 1
Allocation of Items. For purposes of determining Taxes that relate to periods ending on or prior to the Tax Closing Date (or the portion of any Straddle Period ending on the Tax Closing Date), for purposes of determining Sellers’ requirement to indemnify for Taxes under Section 9(a) and for purposes of preparing the Tax Returns described in Section 9(b), (i) Taxes determined by reference to income, capital gains, gross income, gross receipts, sales, net profits, windfall profits or similar items or resulting from a transfer of assets shall be determined based on an interim closing of the books as of the close of business on the Tax Closing Date; (ii) all other Taxes shall be determined based on a pro rata allocation based on the number of days in the taxable period for which each party is liable for Taxes hereunder; and (iii) the Parties agree that, for all Tax purposes, any deduction, subtraction, or credit arising from or related to the Aggregate Stock Option Cancellation Payment shall be allocable in full to the period beginning on the Closing Date, and the Parties agree, and shall cause Company, IAA, and IAJ, to file all Tax Returns consistent with such allocations.
Sample 1
Allocation of Items. (a) All Net Profits, Net Losses, deductions, credits and allowances for any Fiscal Year shall be allocated to the Members in proportion to their respective Percentages of Membership Interest.
Sample 1
AutoNDA by SimpleDocs
Allocation of Items. For purposes of determining Taxes that relate to periods ending on or prior to the Tax Closing Date (or the portion of any Straddle Period ending on the Tax Closing Date) and for purposes of preparing the Tax Returns described in Section 9.1(b), (i) Taxes determined by reference to income, capital gains, gross income, gross receipts, sales, net profits, windfall profits or similar items or resulting from a transfer of assets shall be determined based on an interim closing of the books as of the close of business on the Tax Closing Date; (ii) all other Taxes shall be determined based on a pro rata allocation based on the number of days in the taxable period for which each party is liable for Taxes hereunder; and (iii) the Parties agree that, for all Tax purposes, any deduction, subtraction, or credit arising from or related to any payment by the Company in cancellation of a Company Option shall be allocable in full to the period ending on or prior to the Tax Closing Date, and the Parties agree, and shall cause Company, Surviving Company, and Buyer to file all Tax Returns consistent with such allocation.
Sample 1

Related to Allocation of Items

  • Allocation of Overhead To the extent that Borrower, on the one hand, and the Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof, on the other hand, have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them, and the Borrower shall bear its fair share of such expenses, which may be paid through the Servicing Fee or otherwise.

  • Allocation of Tax Items To the extent permitted by section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding "book" items thereof; however, all items of income, gain, loss and deduction with respect to Assets with respect to which there is a difference between "book" value and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the IRS Code and section 1.704-1(b)(4)(i) of the Treasury Regulations, if applicable. Where a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes (and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the IRS Code and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any reasonable method permitted by the Code, as determined by the Manager.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Allocations Generally The Company’s profit and loss shall be allocated to the Member.

  • Allocation of Profit and Loss Article V, Section 5.01 of the Partnership Agreement is hereby deleted in its entirety and the following new Section 5.01 is inserted in its place:

  • Allocation of Charges There is not any agreement or understanding between the Servicer and the Borrower (other than as expressly set forth herein or as consented to by the Administrative Agent), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges; provided that it is understood and acknowledged that the Borrower will be consolidated with the Servicer for tax purposes.

  • Allocation of Taxes For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions:

  • Allocation of Profit or Loss All Profit or Loss shall be allocated to the Member.

  • Allocation of Taxable Income If any Fund delivers to its Auction Agent a notice in the form of Exhibit I to the Auction Agency Agreement designating all or a portion of any dividend on shares of any series of MuniPreferred of such Fund to consist of net capital gains or other income taxable for Federal income tax purposes, and BD is a Broker-Dealer for such series, such Auction Agent shall deliver such notice to BD on the Business Day following its receipt of such notice from such Fund. On or prior to the Auction Date referred to in such notice, BD will contact each of its customers that is a Beneficial Owner of shares of such series of MuniPreferred or a Potential Beneficial Owner of shares of such series of MuniPreferred interested in submitting an Order in the Auction to be held on such Auction Date, and BD will notify such Beneficial Owners and Potential Beneficial Owners of the contents of such notice. BD will be deemed to have notified such Beneficial Owners and Potential Beneficial Owners if, for each of them, (i) BD makes a reasonable effort to contact such Beneficial Owner or Potential Beneficial Owner by telephone, and (ii) upon failing to contact such Beneficial Owner or Potential Beneficial Owner by telephone BD mails written notification to such Beneficial Owner or Potential Beneficial Owner at the mailing address indicated in the account records of BD. The Auction Agent for any series of MuniPreferred shall be required to notify BD if it is a Broker-Dealer for such series within two Business Days after each Auction of such series that involves an allocation of income taxable for Federal income tax purposes as to the dollar amount per share of such taxable income and income exempt from Federal income taxation included in the related dividend.

  • Tax Cooperation; Allocation of Taxes (i) Seller and Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Business as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax return. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e).

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