Allocation and Other Rules. (a) In the event Members are admitted to the Company pursuant to this Agreement on different dates, the Profits (or Losses) allocated to the Members for each Fiscal Year during which Members are so admitted shall be allocated among the Members in proportion to their Percentage Interests during such Fiscal Year in accordance with Section 706 of the Code, using any convention permitted by law and selected by the Board that takes into account the varying interests of the Members during such Fiscal Year. (b) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the Board using any method that is permissible under Section 706 of the Code and the Treasury Regulations thereunder. (c) The Members are aware of the income tax consequences of the allocations made by this Article 9 and hereby agree to be bound by the provisions of this Article 9 in reporting their shares of Company income and loss for income tax purposes. (d) Allocations made by the Board under Section 9.2 in reliance upon the advice of the Company’s accountants shall be deemed to be made pursuant to any fiduciary obligation to the Company and the Members. (e) If any Member makes a loan to the Company, or the Company makes a loan to any Member, and interest in excess of the amount actually payable is imputed under Code Sections 7872, 483, or 1271 through 1288 or corresponding provisions of subsequent federal income tax law, then any item of income or expense attributable to any such imputed interest shall be allocated solely to the Member who made or received the loan and shall be credited or charged to its Capital Account, as appropriate.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Markwest Energy Partners L P), Contribution Agreement (Markwest Energy Partners L P), Limited Liability Company Agreement (Markwest Energy Partners L P)
Allocation and Other Rules. (a) In the event Members are admitted to the Company pursuant to this Agreement on different dates, the Profits (or Losses) allocated to the Members for each Fiscal Year during which Members are so admitted shall be allocated among the Members in proportion to their Percentage Interests during such Fiscal Year in accordance with Section 706 of the Code, using any convention permitted by law and selected by the Board that takes into account the varying interests of the Members during such Fiscal Year.
(b) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the Board using any method that is permissible under Section 706 of the Code and the Treasury Regulations thereunder.
(c) The Members are aware of the income tax consequences of the allocations made by this Article 9 and hereby agree to be bound by the provisions of this Article 9 in reporting their shares of Company income and loss for income tax purposes.
(d) Allocations made by the Board under Section 9.2 in reliance upon the advice of the Company’s 's accountants shall be deemed to be made pursuant to any fiduciary obligation to the Company and the Members.
(e) If any Member makes a loan to the Company, or the Company makes a loan to any Member, and interest in excess of the amount actually payable is imputed under Code Sections 7872, 483, or 1271 through 1288 or corresponding provisions of subsequent federal income tax law, then any item of income or expense attributable to any such imputed interest shall be allocated solely to the Member who made or received the loan and shall be credited or charged to its Capital Account, as appropriate.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Markwest Energy Partners L P), Limited Liability Company Agreement (Markwest Energy Partners L P)
Allocation and Other Rules. (a) Profits, Losses, and any other items of income, gain, loss, or deduction will be allocated to the Members pursuant to this Article 9 as of the last day of each Fiscal Year; provided that Profits, Losses, and the other items will also be allocated at any time the Gross Asset Values of the Company’s assets are adjusted pursuant to subparagraph (b) of the definition of “Gross Asset Value” in Section 1.1.
(b) In the event Members are admitted to the Company pursuant to this Agreement on different dates, the Profits (or Losses) allocated to the Members for each Fiscal Year Allocation Period during which Members are so admitted shall will be allocated among the Members in proportion to their Series A Percentage Interests Interest or Series B Percentage Interest, as applicable, during such Fiscal Year Allocation Period in accordance with Section 706 of the Code, using any convention permitted by law and selected by the Board that takes into account the varying interests of the Members during such Fiscal Year.
(b) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the Board using any method that is permissible under Section 706 of the Code and the Treasury Regulations thereunderAllocation Period.
(c) The Members are aware of the income tax consequences of the allocations made by this Article 9 and hereby agree to be bound by the provisions of this Article 9 in reporting their shares of Company income and loss for income tax purposes.
(d) Allocations made by the Board The Company and its Managers will be fully protected in relying upon allocations under Section 9.2 made in good faith reliance upon the advice of the Company’s accountants shall be deemed to be made pursuant to any fiduciary obligation to the Company and the Membersaccountants.
(e) If any Member makes a loan to the Company, or the Company makes a loan to any Member, and interest in excess of the amount actually payable is imputed under Code Sections 7872, 483, or 1271 through 1288 or corresponding provisions of subsequent federal income tax law, then any item of income or expense attributable to any such imputed interest shall will be allocated solely to the Member who made or received the loan and shall will be credited or charged to its Capital Account, as appropriate.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Rice Energy Inc.)
Allocation and Other Rules. (a) In the event Members are admitted to the Company pursuant to this Agreement on different dates, the Profits (or Losses) allocated to the Members for each Fiscal Year during which Members are so admitted shall be allocated among the Members in proportion to their Percentage Interests during such Fiscal Year in accordance with Section 706 of the Code, using any convention permitted by law and selected by the Board that takes into account the varying interests of the Members during such Fiscal Year.
(b) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the Board using any method that is permissible under Section 706 of the Code and the Treasury Regulations thereunder.
(c) The Members are aware of the income tax consequences of the allocations made by this Article 9 and hereby agree to be bound by the provisions of this Article 9 in reporting their shares of Company income and loss for income tax purposes.
(d) Allocations made by the Board under Section 9.2 in reliance upon the advice of the Company’s 's accountants shall be deemed to be made pursuant to any fiduciary obligation to the Company and the Members.
(e) If any Member makes a loan to the Company, or the Company makes a loan to any Member, and interest in excess of the amount actually payable is imputed under Code Sections 7872, 483, or 1271 through 1288 or corresponding provisions of subsequent federal income tax law, then any item of income or expense attributable to any such imputed interest shall be allocated solely to the Member who made or received the loan and shall be credited or charged to its Capital Account, as appropriate.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Markwest Energy Partners L P)
Allocation and Other Rules. (a) In the event Members Partners are admitted to the Company Partnership pursuant to this Agreement on different dates, the Profits (or Losses) allocated to the Members Partners for each Fiscal Year during which Members Partners are so admitted shall be allocated among the Members Partners in proportion to their Percentage Interests during such Fiscal Year in accordance with Section 706 of the Code, using any convention permitted by law and selected by the Board that takes into account the varying interests of the Members during such Fiscal YearGeneral Partner.
(b) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis, as determined by the Board General Partner using any method that is permissible under Section 706 of the Code and the Treasury Regulations thereunder.
(c) Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits and Losses for the Fiscal Year in question.
(d) Income, gain, loss or deduction with respect to any property contributed by a Partner shall, solely for tax purposes, be allocated among the Partners, to the extent required by Code Section 704(c) and the related Treasury Regulations under Code Sections 704(b) and 704(c), to take account of the variation between the adjusted tax basis of such property and its Book Value at the time of its contribution to the Partnership. If the Book Value of any Partnership property is adjusted, as provided in Treasury Regulations Section 1.704-1(b)(2)(iv), then subsequent allocations of income, gain, loss and deduction shall be as provided in Code Section 704(c) and the related Treasury Regulations. Allocations under this Section 3.6(d) shall be made in accordance with the method set forth in Treasury Regulation Section 1.704-3 selected by the General Partner and are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, or other items or distributions under any provision of this Agreement.
(e) All other tax elections required or permitted by law or Treasury Regulation or similar state or local rule or regulation shall be made by the General Partner. The Members Partners are aware of the income tax consequences of the allocations made by this Article 9 III and hereby agree to be bound by the provisions of this Article 9 III in reporting their shares of Company Partnership income and loss for income tax purposes.
(d) Allocations made by the Board under Section 9.2 in reliance upon the advice of the Company’s accountants shall be deemed to be made pursuant to any fiduciary obligation to the Company and the Members.
(e) If any Member makes a loan to the Company, or the Company makes a loan to any Member, and interest in excess of the amount actually payable is imputed under Code Sections 7872, 483, or 1271 through 1288 or corresponding provisions of subsequent federal income tax law, then any item of income or expense attributable to any such imputed interest shall be allocated solely to the Member who made or received the loan and shall be credited or charged to its Capital Account, as appropriate.
Appears in 1 contract
Samples: Partnership Agreement