Common use of Other Allocation Provisions Clause in Contracts

Other Allocation Provisions. (a) If there is a net decrease in “partnership minimum gain” (within the meaning of Regulation Section 1.704-2(d)) for a Fiscal Year, then there shall be allocated to each Member items of income and gain for that Fiscal Year equal to that Member’s share of the net decrease in partnership minimum gain (within the meaning of Regulation Section 1.704-2(g)(2)), subject to the exceptions set forth in Regulation Section 1.704-2(f)(2), (3), and (5), provided, that if the Company has any discretion as to an exception set forth pursuant to Regulation Section 1.704-2(f)(5), the Tax Matters Partner may exercise such discretion on behalf of the Company. The Tax Matters Partner shall, if the application of the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members, ask the Commissioner to waive the minimum gain chargeback requirement pursuant to Regulation Section 1.704-2(f)(4). The foregoing is intended to be a “minimum gain chargeback” provision as described in Regulation Section 1.704-2(f) and shall be interpreted and applied in all respects in accordance with that Regulation. If during a Fiscal Year there is a net decrease in partner nonrecourse debt minimum gain (as determined in accordance with Regulation Section 1.704-2(i)(3)), then, in addition to the amounts, if any, allocated pursuant to the preceding paragraph, any Member with a share of that partner nonrecourse debt minimum gain (determined in accordance with Regulation Section 1.704-2(i)(5)) as of the beginning of the Fiscal Year shall, subject to exceptions set forth in Regulation Section 1.704-2(i)(4) (provided, that if the Company has any discretion as to an exception set forth by reference to Regulation Section 1.704-2(f)(5), the Tax Matters Partner may exercise such discretion on behalf of the Company), be allocated items of income and gain for the year (and, if necessary, for succeeding years) equal to that Member’s share of the net decrease in the partner nonrecourse minimum gain. The Tax Matters Partner shall, if the application of the partner nonrecourse debt minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members, ask the Commissioner to waive the minimum gain chargeback requirement pursuant to Regulation Sections 1.704-2(f)(4) and 1.704-2(i)(4). The foregoing is intended to be the “chargeback of partner nonrecourse debt minimum gain” required by Regulation Section 1.704-2(i)(4) and shall be interpreted and applied in all respects in accordance with that Regulation.

Other Allocation Provisions. (a) 5.2.1 If there is a net decrease in “partnership minimum gain” (within the meaning of Regulation Section 1.704-2(d)) Company Minimum Gain for a Fiscal Yearfiscal year, then there shall be allocated to each Member items of income and gain for that Fiscal Year year equal to that Member’s share of the net decrease in partnership minimum gain Company Minimum Gain (within the meaning of Regulation Section ss. 1.704-2(g)(2)), subject to the exceptions set forth in Regulation Section ss. 1.704-2(f)(2), (3), and (5), ; provided, that if the Company has any discretion as to an exception set forth pursuant to Regulation Section ss. 1.704-2(f)(5), the Tax Matters Partner Member may exercise such discretion on behalf of the Company. The Tax Matters Partner shall, if In the event that the application of the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members, ask the Tax Matters Member may request that the Commissioner to of the Internal Revenue Service waive the minimum gain chargeback requirement pursuant to Regulation Section ss. 1.704-2(f)(4). The foregoing is intended to be a “minimum gain chargeback” provision as described in Regulation Section ss. 1.704-2(f) and shall be interpreted and applied in all respects in accordance with that Regulationregulation. If during a Fiscal Year fiscal year there is a net decrease in partner nonrecourse debt minimum gain (as determined in accordance with Regulation Section 1.704-2(i)(3))Member Nonrecourse Debt Minimum Gain, then, in addition to the amounts, if any, allocated pursuant to the preceding paragraph, any Member with a share of that partner nonrecourse debt minimum gain Member Nonrecourse Debt Minimum Gain (determined in accordance with Regulation Section ss. 1.704-2(i)(5)) as of the beginning of the Fiscal Year fiscal year shall, subject to exceptions set forth in Regulation Section ss. 1.704-2(i)(4) (provided, that if the Company a limited liability company has any discretion as to an exception set forth by reference pursuant to Regulation Section ss. 1.704-2(f)(52(i)(4), the Tax Matters Partner Member may exercise such discretion on behalf of the Company), be allocated items of income and gain for the year (and, if necessary, for succeeding years) equal to that Member’s share of the net decrease in the partner nonrecourse minimum gainMember Nonrecourse Debt Minimum Gain. The Tax Matters Partner shall, if In the event that the application of the partner nonrecourse debt minimum gain Member Nonrecourse Debt Minimum Gain chargeback requirement would cause a distortion in the economic arrangement among the Members, ask the Tax Matters Member may request that the Commissioner to of the Internal Revenue Service waive the minimum gain chargeback requirement pursuant to Regulation Sections xx.xx. 1.704-2(f)(4) and 1.704-2(i)(4). The foregoing is intended to be the “chargeback of partner nonrecourse debt minimum gain” required by Regulation Section ss. 1.704-2(i)(4) and shall be interpreted and applied in all respects in accordance with that Regulation.

Other Allocation Provisions. (a) 5.2.1 If there is a net decrease in “partnership minimum gain” (within the meaning of Regulation Section 1.704-2(d)) Company Minimum Gain for a Fiscal Yearfiscal year, then there shall be allocated to each Member items of income and gain for that Fiscal Year year equal to that Member’s 's share of the net decrease in partnership minimum gain Company Minimum Gain (within the meaning of Regulation Section ss. 1.704-2(g)(2)), subject to the exceptions set forth in Regulation Section ss. 1.704-2(f)(2), (3), and (5), ; provided, that if the Company has any discretion as to an exception set forth pursuant to Regulation Section ss. 1.704-2(f)(5), the Tax Matters Partner Member may exercise such discretion on behalf of the Company. The Tax Matters Partner shall, if In the event that the application of the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Members, ask the Tax Matters Member may request that the Commissioner to of the Internal Revenue Service waive the minimum gain chargeback requirement pursuant to Regulation Section ss. 1.704-2(f)(4). The foregoing is intended to be a “"minimum gain chargeback” " provision as described in Regulation Section ss. 1.704-2(f) and shall be interpreted and applied in all respects in accordance with that Regulationregulation. If during a Fiscal Year fiscal year there is a net decrease in partner nonrecourse debt minimum gain (as determined in accordance with Regulation Section 1.704-2(i)(3))Member Nonrecourse Debt Minimum Gain, then, in addition to the amounts, if any, allocated pursuant to the preceding paragraph, any Member with a share of that partner nonrecourse debt minimum gain Member Nonrecourse Debt Minimum Gain (determined in accordance with Regulation Section ss. 1.704-2(i)(5)) as of the beginning of the Fiscal Year fiscal year shall, subject to exceptions set forth in Regulation Section ss. 1.704-2(i)(4) (provided, that if the Company a limited liability company has any discretion as to an exception set forth by reference pursuant to Regulation Section ss. 1.704-2(f)(52(i)(4), the Tax Matters Partner Member may exercise such discretion on behalf of the Company), be allocated items of income and gain for the year (and, if necessary, for succeeding years) equal to that Member’s 's share of the net decrease in the partner nonrecourse minimum gainMember Nonrecourse Debt Minimum Gain. The Tax Matters Partner shall, if In the event that the application of the partner nonrecourse debt minimum gain Member Nonrecourse Debt Minimum Gain chargeback requirement would cause a distortion in the economic arrangement among the Members, ask the Tax Matters Member may request that the Commissioner to of the Internal Revenue Service waive the minimum gain chargeback requirement pursuant to Regulation Sections xx.xx. 1.704-2(f)(4) and 1.704-2(i)(4). The foregoing is intended to be the “"chargeback of partner nonrecourse debt minimum gain” " required by Regulation Section ss. 1.704-2(i)(4) and shall be interpreted and applied in all respects in accordance with that Regulation.