Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different than 99.99% of $1,188,187 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 75% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase. (b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital. (c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 in 2005 and $118,795 in 2006. In the event the 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 75% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital. (d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. (e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 645,520 (the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 7570% times the Projected Tax Credits or of the Revised Projected Tax Credits, if applicable, Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If, If at the end of any calendar year during the first four calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (collectively the "Annual Tax Credit") (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The Credit the amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) In the event that, for any reason, at any time after the first four calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Credit Shortfall, then there shall be a reduction in the General Partner's share of Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Net Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's share of Net Operating Income. In the event a Sale or Refinancing of the Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit.
(d) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 21,513 in 2005 2003 and $118,795 64,539 in 20062004. In the event the 2005 2003 or 2006 2004 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7570% times the difference between the Projected Annual Tax Credits for 2005 2003 or 2006 2004 and the Actual Tax Credits for 2005 2003 or 20062004. If the 2005 2003 or 2006 2004 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(de) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(ef) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment adjusted to Schedule K-1 K-1; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture or reduction of Tax Credits previously claimed or an adjusted to Schedule K-1; (3) a decision by any court or administrative body upholding the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and/or Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner within sixty days of receiving notice from the Limited Partner and/or the Special Limited Partner the sum of (A) the amount of the Tax Credit recapture, (B) the cumulative tax effect of a decrease in loss allocated to the Limited Partner and Special Limited Partner by the Partnership; (C) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such recapture,(D) the cumulative increase of future Tax Credits;taxable income allocated to the Limited Partner and Special Limited Partner by the Partnership and (E) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A), (B), (C) and (D). The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital. Notwithstanding the forgoing, this guarantee will be in effect during the first seven years following completion of construction and break-even operations for three consecutive months.
(g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having funds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount amounts of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 2,663,160 for the LIHTC and $2,663,160 for the Georgia Credits (the new Projected Tax Credit amountamounts, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 75% the sum of $0.75 times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, LIHTC plus $0.20 times the Revised Projected Georgia Credits amount so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100100 % of the Apartment Housing's apartment units Low Income Units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If, at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by .
(c) In the General Partner pursuant to this Section will be deemed to event that, for any reason, at any time after the first three calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Credit Shortfall, then there shall be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary reduction in this Agreement, the General Partner's Capital Contribution required by this Section share of Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount shall be disbursed paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner as at the time of the next Distribution of Net Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's share of Net Operating Income. In the event a return Sale or Refinancing of capitalthe Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit.
(cd) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 360,000 (representing $180,000 each of LIHTC and Georgia Credits) in 2005 2003 and $118,795 532,526 (representing $266,263 each of LIHTC and Georgia Credits) in 20062004. In the event the 2005 2003 or 2006 2004 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced reduced, by an amount equal to 75% times the difference between the Projected Annual Tax Credits LIHTC for 2005 2003 or 2006 2004 and the Actual Tax LIHTC for 2003 or 2004, and by an amount equal to 20% times the difference between the Projected Annual Georgia Credits for 2005 2003 or 20062004 and the Actual Georgia Credits for 2003 or 2004. If the 2005 2003 or 2006 2004 Actual Tax Credits are less than projected projected, then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(de) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(ef) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture or reduction of Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and/or the Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner within sixty days of receiving notice from the Limited Partner and/or the Special Limited Partner the sum of (A) the amount of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such recapture, and (C) an adjustment amount sufficient to Schedule K-1 pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A) and (B); provided that the General Partner shall have no liability under this Section 7.4(f) if the recapture or reduction of Tax Credits results from a loss legislative amendment to the Code following the date of future Tax Credits;this Agreement.
(g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having funds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different than 99.99% of $1,188,187 7,000,000 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 75% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment HousingProject's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing Project is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 379,091 in 2005 2007 and $118,795 699,860 in 20062008. In the event the 2005 or 2006 total of the 2007 and 2008 Actual Tax Credits are less than projected the sum of such 2007 and 2008 Projected Annual Tax Credits then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 75% times the difference between the sum of the Projected Annual Tax Credits for 2005 or 2006 2007 and 2008 and the sum of the Actual Tax Credits for 2005 or 20062007 and 2008. If the 2005 or 2006 sum of the 2007 and 2008 Actual Tax Credits are less than the sum of the 2007 and 2008 Projected Annual Tax Credits projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing Project causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.77 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, 7.2 provided to the Limited Partner and Special Limited Partner are is different than 99.99% of $1,188,187 3,701,520 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7577% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 90 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 303,993 in 2005 2007 and $118,795 370,078 in 20062008. In the event the 2005 2007 or 2006 2008 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7567% times the difference between the Projected Annual Tax Credits for 2005 2007 or 2006 2008 and the Actual Tax Credits for 2005 2007 or 20062008. If the 2005 2007 or 2006 2008 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis Qualified Basis or eligible basis Eligible Basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount amounts of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 2,541,050 for the LIHTC and $2,541,050 for the Georgia Credits (the new Projected Tax Credit amountamounts, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 75% the sum of $0.75 times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, LIHTC plus $0.20 times the Revised Projected Georgia Credits amount so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 in 2005 and $118,795 in 2006. In the event the 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 75% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of the Federal Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Federal Tax Credits and Projected Federal Historic Tax Credits. If the anticipated amount of Projected Federal Tax Credits or Projected Federal Historic Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 1,974,827 (the new Projected Federal Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Federal Tax Credits." The and/or "Revised Projected Federal Historic Tax Credits") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 7578.5% times the Projected Tax Credits or of the Revised Projected Federal Tax Credits, if applicable, Credits and 93% of the Revised Projected Federal Historic Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 thirty days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If, If at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Federal Tax Credit for the applicable any fiscal year or portion thereof is or will be less than the Projected Annual Federal Tax Credit, or the Projected Annual Federal Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Federal Tax Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Federal Tax Credit Shortfall amount, and any portion of such Annual Federal Tax Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Federal Tax Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Federal Tax Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Federal Tax Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Federal Tax Credit. The amount paid by .
(c) In the General Partner pursuant to this Section will be deemed to event that, for any reason, at any time after the first five calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Federal Tax Credit Shortfall, then there shall be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary reduction in this Agreement, the General Partner's Capital Contribution required by this Section share of Net Operating Income in an amount equal to the Annual Federal Tax Credit Shortfall and said amount shall be disbursed paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Federal Tax Credit Shortfall to the Limited Partner as at the time of the next Distribution of Net Operating Income, then the unpaid Annual Federal Tax Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's share of Net Operating Income. In the event a return Sale or Refinancing of capitalthe Apartment Housing occurs prior to repayment in full of the Annual Federal Tax Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Federal Tax Tax Credit.
(cd) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Federal Tax Credits of $19,799 167,827 in 2005 2001 and $118,795 172,622 in 20062002. In the event the 2005 2001 or 2006 2002 Actual Federal Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 75% .785 times the difference between the Projected Annual Federal Tax Credits for 2005 2001 or 2006 2002 and the Actual Tax Credits for 2005 2001 or 20062002. If the 2005 2001 or 2006 2002 Actual Federal Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(de) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Federal Tax Credits and Projected Federal Historic Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Federal Tax Credits or Projected Federal Historic Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(ef) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Federal Tax Credits previously allocated to the Limited Partner; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture or reduction of Federal Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Federal Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and/or the Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner within sixty days of receiving notice from the Limited Partner and/or the Special Limited Partner the sum of (A) the amount of the Federal Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such recapture, and (C) an adjustment amount sufficient to Schedule K-1 pay any tax liability owed by the Limited Partner or a loss Special Limited Partner resulting from the receipt of future Tax Credits;the amounts specified in (A) and (B).
(g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having funds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 7)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount amounts of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 2,239,400 for the LIHTC and $2,239,400 for the Georgia Credits (the new Projected Tax Credit amountamounts, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 75% the sum of $0.75 times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, LIHTC plus $0.20 times the Revised Projected Georgia Credits amount so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100100 % of the Apartment Housing's apartment units Housing Low Income Units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If, at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by .
(c) In the General Partner pursuant to this Section will be deemed to event that, for any reason, at any time after the first three calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Credit Shortfall, then there shall be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary reduction in this Agreement, the General Partner's Capital Contribution required by this Section share of Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount shall be disbursed paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner as at the time of the next Distribution of Net Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's share of Net Operating Income. In the event a return Sale or Refinancing of capitalthe Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit.
(cd) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 304,000 (representing $152,000 each of LIHTC and Georgia Credits) in 2005 2003 and $118,795 447,836 (representing $223,918 each of LIHTC and Georgia Credits) in 20062004. In the event the 2005 2003 or 2006 2004 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced reduced, by an amount equal to 75% times the difference between the Projected Annual Tax Credits LIHTC for 2005 2003 or 2006 2004 and the Actual Tax LIHTC for 2003 or 2004, and by an amount equal to 20% times the difference between the Projected Annual Georgia Credits for 2005 2003 or 20062004 and the Actual Georgia Credits for 2003 or 2004. If the 2005 2003 or 2006 2004 Actual Tax Credits are less than projected projected, then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(de) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(ef) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner Partner; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an adjustment audit by the Internal Revenue Service (IRS) resulting in a recapture or reduction of Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to Schedule K-1 or a loss any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of future Tax Credits;such assessment shall be stayed pending the disposition of such appeal; or
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount amounts of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 2,239,400 for the LIHTC and $2,239,400 for the Georgia Credits (the new Projected Tax Credit amountamounts, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 75% the sum of $0.75 times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, LIHTC plus $0.20 times the Revised Projected Georgia Credits amount so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 in 2005 and $118,795 in 2006. In the event the 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 75% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.73 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different than 99.99% of $1,188,187 1,120,828 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7573% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's low income housing tax credit apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 42,027 in 2005 and $118,795 112,072 in 2006. In the event the 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7573% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 78.00% for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 940,545 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7578.00% times the Projected Tax Credits Credit, or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, If at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 0 in 2005 and $118,795 94,045 in 2006. In the event the 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7578.00% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. In calculating the internal rate of return, the Limited Partner and Special Limited Partner acknowledge that the aggregate amount, and annual flow, of Tax Credits carries more weight in the calculation than the increase in losses earned by the Partnership.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 1,583,130 (the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 7570% times the Projected Tax Credits or of the Revised Projected Tax Credits, if applicable, Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% 19 of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year during the first 5 calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The In the event that, for any reason, at any time after the first 5 calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Credit Shortfall, then there shall be a reduction in the General Partner has represented, Partner's share of Net Operating Income in part, that an amount equal to the Annual Credit Shortfall and said amount shall be paid to the Limited Partner will receive Projected Annual Tax Credits of $19,799 in 2005 and $118,795 in 2006Partner. In the event there are not sufficient funds to pay the 2005 or 2006 Actual Tax Credits are less than projected then full Annual Credit Shortfall to the Limited Partner's Capital Contribution shall be reduced by an amount equal to 75% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, Partner at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance next Distribution of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if anyNet Operating Income, then the excess amount unpaid Annual Credit Shortfall shall be paid by repaid in the next year in which sufficient monies are available from the General Partner Partner's share of Net Operating Income. In the event a Sale or Refinancing of the Apartment Housing occurs prior to repayment in full of the Limited Partner and/or Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant in proportion to this Section will be deemed to be a its Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capitaland anticipated annual Tax Credit.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: :
(1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 K-1; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an examination or review by the Internal Revenue Service ("IRS") resulting in a loss recapture or reduction of future Tax Credits;Credits previously claimed or an adjustment to Schedule K-1; (3) a decision by any court or administrative body upholding an assessment of deficiency against the Partnership with respect to any Tax Credit previously claimed or tax losses previously claimed, in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount amounts of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 2,663,160 for the LIHTC and $2,663,160 for the Georgia Credits (the new Projected Tax Credit amountamounts, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 75% the sum of $0.75 times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, LIHTC plus $0.20 times the Revised Projected Georgia Credits amount so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 in 2005 and $118,795 in 2006. In the event the 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 75% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 75.00% for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 617,946 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7575.00% times the Projected Tax Credits Credit, or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, If at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 15, 449 in 2005 2006 and $118,795 61,795 in 20062007. In the event the 2005 2006 or 2006 2007 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7575.00% times the difference between the Projected Annual Tax Credits for 2005 2006 or 2006 2007 and the Actual Tax Credits for 2005 2006 or 20062007. If the 2005 2006 or 2006 2007 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. In calculating the internal rate of return, the Limited Partner and Special Limited Partner acknowledge that the aggregate amount, and annual flow, of Tax Credits carries more weight in the calculation than the increase in losses earned by the Partnership.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different is less than 99.99% of $1,188,187 then 843,820 (the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 7572% times the Projected Tax Credits or of the Revised Projected Tax Credits, if applicable, Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units (with the exception of the manager's unit) to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If, at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) In the event that, for any reason, at any time after the Apartment Housing is placed in service, there is an Annual Credit Shortfall, then there shall be a reduction in the General Partner's share of Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Net Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's share of Net Operating Income. In the event a Sale or Refinancing of the Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit.
(d) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 in 66,789 for 2005 and $118,795 in 84,365 for 2006. In the event the 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7572% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006, provided that the Projected Annual Tax Credits for 2006 are subject to adjustment pursuant to Section 7.4(a) without any reduction in Capital Contribution under this section. If the 2005 or 2006 Actual Tax Credits are less than projected projected, then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(de) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(ef) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or Partner, an adjustment to Schedule K-1 resulting from a loss of Tax Credits, or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 11)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 1,086,741 (the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 7570% times the Projected Tax Credits or of the Revised Projected Tax Credits, if applicable, Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 thirty days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If, If at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by .
(c) In the General Partner pursuant to this Section will be deemed to event that, for any reason, at any time after the first five calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Credit Shortfall, then there shall be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary reduction in this Agreement, the General Partner's Capital Contribution required by this Section share of Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount shall be disbursed paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner as at the time of the next Distribution of Net Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's share of Net Operating Income. In the event a return Sale or Refinancing of capitalthe Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit.
(cd) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 56,877 in 2005 2002 and $118,795 108,663 in 20062003. In the event the 2005 2002 or 2006 2003 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7570% times the difference between the Projected Annual Tax Credits for 2005 2002 or 2006 2003 and the Actual Tax Credits for 2005 2002 or 20062003. If the 2005 2002 or 2006 2003 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(de) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(ef) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture or reduction of Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and/or the Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner within sixty days of receiving notice from the Limited Partner and/or the Special Limited Partner the sum of (A) the amount of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such recapture, and (C) an adjustment amount sufficient to Schedule K-1 pay any tax liability owed by the Limited Partner or a loss Special Limited Partner resulting from the receipt of future Tax Credits;the amounts specified in (A) and (B).
(g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having funds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.85 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are 7.2 is different than 99.99% of $1,188,187 2,322,820 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7585.00% times the Projected Tax Credits Credit, or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 ninety (90) days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 sixty (60) days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 193,530 in 2005 the year 2008 and $118,795 232,236 in 2006the year 2009. In the event the 2005 2008 or 2006 2009 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7575.00% times the difference between the Projected Annual Tax Credits for 2005 2008 or 2006 2009 and the Actual Tax Credits for 2005 2008 or 20062009. If the 2005 2008 or 2006 2009 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.4(b) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty (60) days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(dc) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. In calculating the internal rate of return, the Limited Partner and Special Limited Partner acknowledge that the aggregate amount, and annual flow, of Tax Credits carries more weight in the calculation than the increase in losses earned by the Partnership.
(ed) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.82 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different than 99.99% of $1,188,187 2,748,090 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7582.00% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 60 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase. In the event that the General Partner applies for and receives additional Tax Credits, the additional capital contribution by the Limited Partner and Special Limited Partner, after payment of all fees due and payable, to the extent that the capital contributions exceed Partnership development and/or operating costs, the excess shall be distributed to the General Partner as a partial return of its Capital Contribution.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 15,299 in 2005 2007, $219,286 in 2008 and $118,795 244,760 in 20062009. In the event the 2005 2007, 2008 or 2006 2009 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7582.00% times the difference between the Projected Annual Tax Credits for 2005 2007, 2008 or 2006 2009 and the Actual Tax Credits for 2005 2007, 2008 or 20062009. If the 2005 2007, 2008 or 2006 2009 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;; (2) a filing of a tax return by the Partnership evidencing a disposition of the Apartment Housing prior to the expiration of the Compliance Period causing a recapture of Tax Credits previously allocated to the Limited Partner, or an adjustment to Schedule K-1, or a loss of future Tax Credits; (3) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an examination or review by the Internal Revenue Service ("IRS") whether by settlement, mutual agreement, or IRS decision, resulting in a recapture or reduction of Tax Credits previously claimed or an adjustment to Schedule K-1; (4) a decision by any court or administrative body upholding an assessment of deficiency against the Partnership with respect to any Tax Credit previously claimed or tax losses previously claimed, in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (5) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and/or the Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner within 60 days of receiving notice from the Limited Partner and/or the Special Limited Partner the sum of (A) the amount of the Tax Credit recapture, (B) the cumulative tax effect of a decrease in loss allocated to the Limited Partner and Special Limited Partner by the Partnership; (C) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such recapture; (D) the cumulative tax effect of an increase of taxable income allocated to the Limited Partner and Special Limited Partner by the Partnership; (E) an amount equal to the product of the Tax Credit pricing percentage referenced in Section 7.4(a) and future Tax Credits unable to be taken due to one of the above actions; and (F) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A), (B), (C) and (D). The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of Capital.
(f) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having funds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Adjustment of Capital Contributions. (a) The amounts amount of the Limited Partner's and the Special Limited Partner's ’s Capital Contributions were determined Contribution was determined, in part part, upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.965 for each dollar of Tax Credit LIHTC received, and were was based on the assumption that the Partnership would be eligible to claim, in the aggregate, claim the Projected Tax Credits. If the anticipated amount of Projected Tax Credits LIHTC to be allocated to the Limited Partner and Special Limited Partner Partner, as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are is different than 99.9999.98% of $1,188,187 5,627,068, then the new Projected Tax Credit LIHTC amount, if applicable, shall will be referred to as the "“Revised Projected Tax CreditsLIHTC." ” The Limited Partner's and Special Limited Partner's ’s Capital Contribution provided for in Section 7.2 shall will be adjusted so that it is equal to 75the amount calculated as 99.98% of 0.965% times the Projected Tax Credits LIHTC or the Revised Projected Tax CreditsLIHTC, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the Administrative General Partner shall will have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjustedshortfall. The amount paid by the Administrative General Partner pursuant to this Section will be deemed to be a Capital Contribution by the Administrative General Partner unless such Capital Contribution could, in the opinion of the Limited Partner, result in a re-allocation of Tax Credits at any time during the Tax Credit Period, in which event such payment will be characterized as a payment from the General Partner to the Limited Partner for breach of warranty and the Administrative General Partner will not receive any Capital Account credit for such payment. Notwithstanding anything to the contrary in this Agreement, the General Partner's ’s Capital Contribution required to be paid by this Section shall will be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase increase, then the Limited Partner whose Capital Contribution is being adjusted shall will have 90 days from the date the Limited Partner and Special Limited Partner have has received notice from the Administrative General Partner to pay the increase.
(b) The Administrative General Partner is required to use its best efforts to rent 100% of the Apartment Housing's ’s apartment units units(other than the manager’s unit) to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax CreditLIHTC, or the Revised Projected Annual Tax Credit LIHTC, as modified by Section 7.4(a) of this Agreement ), if applicable (the "“Annual Credit Shortfall"”), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's ’s remaining Capital Contributions, then the Administrative General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The Administrative General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the Administrative General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the Administrative General Partner pursuant to this Section will be deemed to be a Capital Contribution by the Administrative General Partner unless such Capital Contribution could, in the opinion of the Limited Partner, result in a re-allocation of Tax Credits at any time during the Tax Credit Period, in which event such payment will be characterized as a payment from the Administrative General Partner to the Limited Partner for breach of warranty and the Administrative General Partner will not receive any Capital Account credit for such payment. Notwithstanding anything to the contrary in this Agreement, the Administrative General Partner's ’s Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The Administrative General Partner has represented, in part, that the Limited Partner will receive 6.6603% of the Projected Annual Tax Credits LIHTC in 2013 (or of $19,799 the Revised Projected LIHTC, if applicable) and 9.9980% of the Projected LIHTC in 2005 and $118,795 in 20062014 (or of the Revised Projected LIHTC, if applicable). In the event the 2005 2013 or 2006 2014 Actual Tax Credits attributable to LIHTC are less than projected projected, then the Limited Partner's ’s Capital Contribution shall will be reduced by an amount equal to 7586.5% times the difference between the Projected Annual Tax Credits LIHTC for 2005 2013 or 2006 2014 and the Actual Tax Credits attributable to LIHTC for 2005 2013 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence2014. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's ’s Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the Administrative General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the Administrative General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the Administrative General Partner pursuant to this Section will be deemed to be a Capital Contribution by the Administrative General Partner unless such Capital Contribution could, in the opinion of the Limited Partner, result in a re-allocation of Tax Credits at any time during the Tax Credit Period, in which event such payment will be characterized as a payment from the General Partner to the Limited Partner for breach of warranty and the General Partner will not receive any Capital Account credit for such payment. Notwithstanding anything to the contrary in this Agreement, the Administrative General Partner's ’s Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a reduction or loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount amounts of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 2,521,983 for the LIHTC and $2,521,983 for the Georgia Credits (the new Projected Tax Credit amountamounts, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 75% the sum of $0.75 times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, LIHTC plus $0.20 times the Revised Projected Georgia Credits amount so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100100 % of the Apartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If, at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The In the event that, for any reason, at any time after the first three calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Credit Shortfall, then there shall be a reduction in the General Partner has represented, Partner's share of Net Operating Income in part, that an amount equal to the Annual Credit Shortfall and said amount shall be paid to the Limited Partner will receive Projected Annual Tax Credits of $19,799 in 2005 and $118,795 in 2006Partner. In the event there are not sufficient funds to pay the 2005 or 2006 Actual Tax Credits are less than projected then full Annual Credit Shortfall to the Limited Partner's Capital Contribution shall be reduced by an amount equal to 75% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, Partner at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance next Distribution of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if anyNet Operating Income, then the excess amount unpaid Annual Credit Shortfall shall be paid by repaid in the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction next year in which sufficient monies are available from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return share of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;Net
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then the 334,173(the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 7573.25% times the Projected Tax Credits or of the Revised Projected Tax Credits, if applicable, Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 thirty days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If, If at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 in 2005 and $118,795 in 2006. In the event the 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 75% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;this
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Adjustment of Capital Contributions. (ai) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.74 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different than 99.9999.98% of $1,188,187 4,403,380 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7574% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(bii) The amounts of the Georgia Limited Partner's Capital Contribution was determined in part upon the amount of Georgia Tax Credits that were expected to be available to the Partnership at a cost of $0.24 for each dollar of Georgia Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Georgia Tax Credits. If the anticipated amount of Projected Georgia Tax Credits to be allocated to the Georgia Limited Partner as evidenced by the Georgia Low Income Housing Tax Credit Eligibility Statement, or by the tax certification required in accordance with Section 7.2, provided to the Georgia Limited Partner is different than 100.00% of $4,403,380 then the new Projected Georgia Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Georgia Tax Credits." The Georgia Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 24% times the Projected Georgia Tax Credits or the Revised Projected Georgia Tax Credits, if applicable, anticipated to be allocated to the Georgia Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Georgia Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner, the Georgia Limited Partner, or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Georgia Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner, Georgia Limited Partner, and Special Limited Partner have received notice from the General Partner to pay the increase.
(i) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment housing units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Tax Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Tax Credit Shortfall amount, and any portion of such Annual Tax Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Tax Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Tax Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Tax Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(cii) If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Georgia Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Georgia Tax Credit, or the Projected Annual Georgia Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Georgia Tax Credit Shortfall"), then the next Capital Contribution owed by the Georgia Limited Partner shall be reduced by the Annual Georgia Tax Credit Shortfall amount, and any portion of such Annual Georgia Tax Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Georgia Limited Partner. If the Annual Georgia Tax Credit Shortfall is greater than the Georgia Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Georgia Limited Partner the excess of the Annual Georgia Tax Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Georgia Tax Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner.
(i) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 165,094 in 2005 and $118,795 400,000 in 2006. In the event the 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7576% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital. In the event that the 2005 Actual Tax Credits are greater than $350,000, the Limited Partner's and Special Limited Partner's total Capital Contribution shall be increased by $50,000 and in the event that the 2005 Actual Tax Credits are greater than $425,000, the Limited Partner's and Special Limited Partner's total Capital Contribution shall be increased by an additional $50,000.
(dii) The General Partner has represented, in part, that the Georgia Limited Partner will receive Projected Annual Georgia Tax Credits of $165,094 in 2005 and $400,000 in 2006. In the event the 2005 or 2006 Actual Georgia Tax Credits are less than projected then the Georgia Limited Partner's Capital Contribution shall be reduced by an amount equal to 22% times the difference between the Projected Annual Georgia Tax Credits for 2005 or 2006 and the Actual Georgia Tax Credits for 2005 or 2006. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Georgia Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Georgia Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner, the Georgia Limited Partner, and/or the Special Limited Partner.
(i) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(eii) The Partners recognize and acknowledge that the Georgia Limited Partner is making its Capital Contribution, in part, on the expectation that the Projected Georgia Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Georgia Tax Credits are not allocated to the Partners during the Tax Credit Period then the Georgia Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Georgia Limited Partner with its anticipated internal rate of return.
(i) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an examination or review by the Internal Revenue Service ("IRS") resulting in a recapture or reduction of Tax Credits previously claimed or an adjustment to Schedule K-1; (3) a decision by any court or administrative body upholding an assessment of deficiency against the Partnership with respect to any Tax Credit previously claimed or tax losses previously claimed, in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and/or the Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner within 60 days of receiving notice from the Limited Partner and/or the Special Limited Partner the sum of (A) the amount of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such recapture; and (C) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A), (B), and (C). The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of Capital.
(ii) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Georgia Tax Credits previously allocated to the Georgia Limited Partner or an adjustment to Schedule K-1 or a loss of future Georgia Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then the 1,592,481(the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 7574% times the Projected Tax Credits or of the Revised Projected Tax Credits, if applicable, Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 thirty days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If, If at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by .
(c) In the General Partner pursuant to this Section will be deemed to event that, for any reason, at any time after the first five calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Credit Shortfall, then there shall be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary reduction in this Agreement, the General Partner's Capital Contribution required by this Section share of Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount shall be disbursed paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner as at the time of the next Distribution of Net Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's share of Net Operating Income. In the event a return Sale or Refinancing of capitalthe Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit.
(cd) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 159,231 in 2005 2002 and $118,795 159,231 in 20062003. In the event the 2005 2002 or 2006 2003 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7574% times the difference between the Projected Annual Tax Credits for 2005 2002 or 2006 2003 and the Actual Tax Credits for 2005 2002 or 20062003. If the 2005 2002 or 2006 2003 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(de) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(ef) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture or reduction of Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and/or the Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner within sixty days of receiving notice from the Limited Partner and/or the Special Limited Partner the sum of (A) the amount of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such recapture, and (C) an adjustment amount sufficient to Schedule K-1 pay any tax liability owed by the Limited Partner or a loss Special Limited Partner resulting from the receipt of future Tax Credits;the amounts specified in (A) and (B).
(g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having funds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 8)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.73 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different than 99.99% of $1,188,187 357,025 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7573% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year during the first 5 calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 10,409 in 2005 2004 and $118,795 35,688 in 20062005. In the event the 2004 or 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7573% times the difference between the Projected Annual Tax Credits for 2004 or 2005 or 2006 and the Actual Tax Credits for 2005 2004 or 20062005. If the 2004 or 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 11)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.735 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different than 99.99% of $1,188,187 402,652 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7573.5% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year during the first 5 calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 38,244 in 2005 2006 and $118,795 40,257 in 20062007. In the event the 2005 2006 or 2006 2007 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7573.5% times the difference between the Projected Annual Tax Credits for 2005 2006 or 2006 2007 and the Actual Tax Credits for 2005 2006 or 20062007. If the 2005 2006 or 2006 2007 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then the 746,905(the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 7574% times the Projected Tax Credits or of the Revised Projected Tax Credits, if applicable, Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If, If at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by .
(c) In the General Partner pursuant to this Section will be deemed to event that, for any reason, at any time after the first five calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Credit Shortfall, then there shall be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary reduction in this Agreement, the General Partner's Capital Contribution required by this Section share of Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount shall be disbursed paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner as at the time of the next Distribution of Net Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's share of Net Operating Income. In the event a return Sale or Refinancing of capitalthe Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit.
(cd) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 49,789 in 2005 2001 and $118,795 74,683 in 20062002. In the event the 2005 2001 or 2006 2002 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7574% times the difference between the Projected Annual Tax Credits for 2005 2001 or 2006 2002 and the Actual Tax Credits for 2005 2001 or 20062002. If the 2005 2001 or 2006 2002 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(de) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(ef) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture or reduction of Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and/or the Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner within sixty days of receiving notice from the Limited Partner and/or the Special Limited Partner the sum of (A) the amount of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such recapture, and (C) an adjustment amount sufficient to Schedule K-1 pay any tax liability owed by the Limited Partner or a loss Special Limited Partner resulting from the receipt of future Tax Credits;the amounts specified in (A) and (B).
(g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having funds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 7)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.85 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are 7.2 is different than 99.99% of $1,188,187 2,380,480 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7585.00% times the Projected Tax Credits Credit, or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 ninety (90) days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 sixty (60) days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 238,000 in 2005 the year 2008 and $118,795 238,000 in 2006the year 2009. In the event the 2005 2008 or 2006 2009 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7575.00% times the difference between the Projected Annual Tax Credits for 2005 2008 or 2006 2009 and the Actual Tax Credits for 2005 2008 or 20062009. If the 2005 2008 or 2006 2009 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty (60) days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(dc) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. In calculating the internal rate of return, the Limited Partner and Special Limited Partner acknowledge that the aggregate amount, and annual flow, of Tax Credits carries more weight in the calculation than the increase in losses earned by the Partnership.
(ed) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.74 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different than 99.99% of $1,188,187 3,660,030 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7574% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment HousingProject's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing Project is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 93,598 in 2005 and $118,795 337,535 in 2006. In the event the total of the 2005 or and 2006 Actual Tax Credits are less than projected the sum of such 2005 and 2006 Projected Annual Tax Credits then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7574% times the difference between the sum of the Projected Annual Tax Credits for 2005 or 2006 and2006 and the sum of the Actual Tax Credits for 2005 or and 2006. If the sum of the 2005 or and 2006 Actual Tax Credits are less than the sum of the 2005 and 2006 Projected Annual Tax Credits projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing Project causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 11)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.87 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are is different than 99.99% of $1,188,187 2,268,600 then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7587% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase increase, then the Partner whose Capital Contribution is being adjusted shall have 90 60 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 in 2005 and $118,795 in 2006. In the event the 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 75% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Kingsfield Projected Tax Credits, the Xxxxxx Family Projected Tax Credits and the Westridge Projected Tax Credits. If the anticipated amount of the Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner Partner, as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different is less than 99.99% of $1,188,187 then 568,320 for Kingsfield Apartments, $1,207,770 for Xxxxxx Family Apartments, or $563,100 for Westridge Apartments (the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Sections 7.2, 7.3, 7.4 and Section 7.2 7.7 shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 7571% times the Projected Tax Credits or of the Revised Projected Tax Credits, if applicable, Credits so anticipated to be allocated to the Limited Partner and Special Limited PartnerPartner for Kingsfield Apartments and Westridge Apartments and 76% of the Revised Projected Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner for Xxxxxx Family Apartments. If any Capital Contribution adjustment referenced in this Section 7.4(a7.6(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a7.6(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for Kingsfield Apartments, Xxxxxx Family Apartments or Westridge Apartments for the applicable fiscal year or portion thereof is or will be less than the Kingsfield Projected Annual Tax CreditCredits, the Xxxxxx Family Projected Annual Tax Credits, or the Westridge Projected Annual Tax Credit Credits as modified by Section 7.4(a7.6(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b7.6(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) In the event that, for any reason, at any time after the first five calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Credit Shortfall, then there shall be a reduction in the General Partner's share of Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Net Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's share of Net Operating Income. In the event a Sale or Refinancing of the Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.6(c) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit.
(d) The General Partner has represented, in part, that the Limited Partner will receive Kingsfield Projected Annual Tax Credits of $19,799 in 2005 28,413 for 2002 and $118,795 in 200656,821 for 2003, Xxxxxx Family Projected Annual Tax Credits of $60,382 for 2002 and $120,753 for 2003, and Westridge Projected Annual Tax Credits of $26,802 for 2002 and $53,599 for 2003. In the event the 2005 2002 or 2006 2003 Actual Tax Credits for Kingsfield Apartments, Xxxxxx Family Apartments, or Westridge Apartments are less than projected projected, then the Limited Partner's Capital Contribution for Kingsfield Apartments and Westridge Apartments shall be reduced by an amount equal to 7571% times the difference between the Kingsfield Projected Annual Tax Credits or the Westridge Projected Annual Tax Credits for 2005 2002 or 2006 2003 and the Actual Tax Credits for 2005 Kingsfield Apartments or 2006Westridge Apartments for 2002 or 2003 and the Limited Partner's Capital Contribution for Xxxxxx Family Apartments shall be reduced by an amount equal to 76% times the difference between the Xxxxxx Family Projected Annual Tax Credits for 2002 or 2003 and the Actual Tax Credits for Xxxxxx Family Apartments for 2002 or 2003, provided that the Projected Annual Tax Credits for 2003 for each such apartment complex are subject to adjustment pursuant to Section 7.6(a) without any reduction in Capital Contribution under this section. If the 2005 2002 or 2006 2003 Actual Tax Credits are less than projected projected, then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.6(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(de) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital ContributionContributions, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(ef) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 K-1; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an examination or review by the Internal Revenue Service ("IRS") resulting in a loss recapture or reduction of future Tax Credits;Credits previously claimed or an adjustment to Schedule K-1; (3) a decision by any court or administrative body upholding an assessment of deficiency against the Partnership with respect to any Tax Credit previously claimed or tax losses previously claimed, in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and/or the Special Limited Partner are entitled under the terms of this section, the General Partner shall pay to the Limited Partner and the Special Limited Partner within 60 days of receiving notice from the Limited Partner and/or the Special Limited Partner the sum of (A) the amount of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such recapture; and (C) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A)and (B) provided that the General Partner shall have no liability under this Section if the recapture or reduction of Tax Credits results from a legislative amendment to the Code following the date of this Agreement. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of Capital.
(g) In the event that the General Partner fails by December 31, 2002 either to accomplish the MHC Refinancing or, in lieu thereof, to make the Capital Contribution required by Section 6.1(b), the Investor Member shall not be required to make any Capital Contributions described in Section 7.2, Section 7.3, and Section 7.4 that it has not yet made.
(h) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.6(a) shall be subject to the Limited Partner and Special Limited Partner having funds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.77 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, 7.2 provided to the Limited Partner and Special Limited Partner are is different than 99.99% of $1,188,187 3,952,640, then the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7577% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 90 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 246,991 in 2005 2007 and $118,795 395,185 in 20062008. In the event the 2005 2007 or 2006 2008 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7567% times the difference between the Projected Annual Tax Credits for 2005 2007 or 2006 2008 and the Actual Tax Credits for 2005 2007 or 20062008. If the 2005 2007 or 2006 2008 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis Qualified Basis or eligible basis Eligible Basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 2,703,279 (the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 7576.5% times the Projected Tax Credits or of the Revised Projected Tax Credits, if applicable, Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall shortfall. Notwithstanding the forgoing, if the reduction in Tax Credits is attributable to a Unavoidable Event, the General Partner shall have no liability to the Limited Partner or Special Limited Partner for the return of any Capital Contributions to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If, If at the end of any calendar year during the first five calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable applicable, and if the reduction is not caused by or attributed to an Unavoidable Event, (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 sixty days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid .
(c) In the event that, for any reason, at any time after the first five calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Credit Shortfall which is not caused by the General Partner pursuant or attributable to this Section will be deemed to an Unavoidable Event, then there shall be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary reduction in this Agreement, the General Partner's Capital Contribution required by this Section share of Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount shall be disbursed paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner as at the time of the next Distribution of Net Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's share of Net Operating Income. In the event a return Sale or Refinancing of capitalthe Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit.
(cd) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 112,637 in 2005 2002 and $118,795 270,301 in 20062003. In the event the 2005 2002 or 2006 2003 Actual Tax Credits are less than projected projected, and the reduction is not caused by an Unavoidable Event, then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7576.5% times the difference between the Projected Annual Tax Credits for 2005 2002 or 2006 2003 and the Actual Tax Credits for 2005 2002 or 20062003. If the 2005 2002 or 2006 2003 Actual Tax Credits are less than projected projected, and the reduction is not caused by an Unavoidable Event, then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any,and the reduction is not caused by an Unavoidable Event, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 sixty days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(de) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period and the failure to allocate is not caused by or attributable to an Unavoidable Event then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(ef) In the event there is: any one or more of the following occurs which are not caused by an Unavoidable Event:
(1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 K-1; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an examination or review by the Internal Revenue Service (IRS) resulting in a recapture or reduction of Tax Credits previously claimed or an adjustment to Schedule K-1; (3) a decision by any court or administrative body upholding an assessment of deficiency against the Partnership with respect to any Tax Credit previously claimed or tax losses previously claimed, in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and/or the Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner within sixty days of receiving notice from the Limited Partner and/or the Special Limited Partner the sum of (A) the amount of the Tax Credit recapture, (B) the cumulative tax effect of a decrease in net loss from rental real estate activities, a decrease in depreciation expense deductions, an increase in organization expense amortization, a decrease in tax preference items, and decrease in the amortization deduction; (C) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such recapture, and (D) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of future the amounts specified in (A), (B) and (C).
(g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having funds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder. In such event the Limited Partner's Interest in the Partnership shall be reduced proportionately and the General Partner shall be permitted to sell the additional Tax Credits;Credits to other parties hereunder without first obtaining consent or approval of the Limited Partner or Special Limited Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 for each dollar of Tax Credit receivedPartnership, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different less than 99.99% of $1,188,187 then 2,230,107 (the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 7573.50% times the Projected Tax Credits or of the Revised Projected Tax Credits, if applicable, Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited PartnerPartner whose Capital Contribution is being adjusted, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year during the first 5 calendar years following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) In the event that, for any reason, at any time after the first 5 calendar years following the year in which the Apartment Housing is placed in service, there is an Annual Credit Shortfall, then there shall be a reduction in the General Partner's share of Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Net Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's share of Net Operating Income. In the event a Sale or Refinancing of the Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit.
(d) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 120,785 in 2005 2003 and $118,795 in 2006222,988. In the event the 2005 2003 or 2006 2004 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7573.50% times the difference between the Projected Annual Tax Credits for 2005 2003 or 2006 2004 and the Actual Tax Credits for 2005 2003 or 20062004. If the 2005 2003 or 2006 2004 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(de) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(ef) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 K-1; (2) a reduction in the qualified basis or eligible basis of the Apartment Housing for income tax purposes following an examination or review by the Internal Revenue Service ("IRS") resulting in a recapture or reduction of Tax Credits previously claimed or an adjustment to Schedule K-1; (3) a decision by any court or administrative body upholding an assessment of deficiency against the Partnership with respect to any Tax Credit previously claimed or tax losses previously claimed, in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and/or the Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner within 60 days of receiving notice from the Limited Partner and/or the Special Limited Partner the sum of (A) the amount of the Tax Credit recapture, (B) the cumulative tax effect of a decrease in loss allocated to the Limited Partner and Special Limited Partner by the Partnership; (C) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such recapture; (D) the cumulative increase of future Tax Credits;taxable income allocated to the Limited Partner and Special Limited Partner by the Partnership; and (E) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A), (B), (C) and (D). The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of Capital.
(g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having funds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Adjustment of Capital Contributions. (a) The amounts of the Limited Partner's and the Special Limited Partner's Capital Contributions were determined in part upon the amount of Tax Credits that were expected to be available to the Partnership at a cost of $0.75 0.74 for each dollar of Tax Credit received, and were based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, or by the tax certification required in accordance with Section 7.2, provided to the Limited Partner and Special Limited Partner are different than 99.99% of $1,188,187 then 1,572,613 (the new Projected Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits." The ") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Section 7.2 shall be equal to 7574% times the Projected Tax Credits or the Revised Projected Tax Credits, if applicable, anticipated to be allocated to the Limited Partner and Special Limited Partner. If any Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner, then the General Partner shall have 90 days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall to the Partner whose Capital Contribution is being adjusted. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required to be paid by this Section shall be disbursed to the Limited Partner as a return of capital. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Partner whose Capital Contribution is being adjusted shall have 90 days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase.
(b) The General Partner is required to use its best efforts to rent 100% of the Apartment Housing's apartment units to Qualified Tenants throughout the Compliance Period. If, at the end of any calendar year following the year in which the Apartment Housing is placed in service, the Actual Tax Credit for the applicable fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Projected Annual Tax Credit as modified by Section 7.4(a) of this Agreement if applicable (the "Annual Credit Shortfall"), then the next Capital Contribution owed by the Limited Partner shall be reduced by the Annual Credit Shortfall amount, and any portion of such Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions, then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have 60 days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Special Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $19,799 124,486 in 2005 and $118,795 157,230 in 2006. In the event the 2005 or 2006 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 7574% times the difference between the Projected Annual Tax Credits for 2005 or 2006 and the Actual Tax Credits for 2005 or 2006. If the 2005 or 2006 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(c) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within 60 days of the General Partner receiving notice of the reduction from the Limited Partner and/or the Special Limited Partner. The amount paid by the General Partner pursuant to this Section will be deemed to be a Capital Contribution by the General Partner. Notwithstanding anything to the contrary in this Agreement, the General Partner's Capital Contribution required by this Section shall be disbursed to the Limited Partner as a return of capital.
(d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return.
(e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis or eligible basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner or an adjustment to Schedule K-1 or a loss of future Tax Credits;
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 11)
