Allocation for Income Tax Purposes. (a) For federal, state and local income tax purposes, all items of taxable income, gain, loss and deduction for each Fiscal Year or period shall be allocated among the Members in accordance with the manner in which the corresponding items were allocated under Sections 6.03 and 6.04, except as provided in Sections 6.05(b) and 6.05(c) below.
(b) If property is contributed to the Company by a Member and there is a difference between the basis of such property to the Company for federal income tax purposes and its fair market value at the time of its contribution, then items of income, gain, deduction and loss with respect to such property, as computed for federal income tax purposes (but not for book purposes), shall be allocated under the “traditional method” among the Members so as to take account of such book/tax difference as required by Section 704(c) of the Code.
(c) If property (other than property described in Section 6.05(b)) of the Company is reflected in the Capital Accounts of the Members and on the books of the Company at a Gross Asset Value that differs from the Company’s adjusted basis of such property for federal income tax purposes by reason of a revaluation of such property pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(f), then items of income, gain, deduction and loss with respect to such property, as computed for federal income tax purposes (but not for book purposes), shall be allocated among the Members pursuant to any permissible method contained in the Treasury Regulations promulgated under Section 704(c) of the Code selected by the Managing Member, in its sole discretion, in order to take into account of the difference between the adjusted basis of such property for federal income tax purposes and its Gross Asset Value.
(d) Without altering the overall amount of Net Profits or gross income allocable to any Member, Net Profits or gross income taxable as ordinary income under Sections 1245 and 1250 of the Code, or similar provisions of the Code (the “Depreciation Recapture”), shall, to the extent possible, be allocated to those Members to whom allowances for depreciation or amortization giving rise to Depreciation Recapture were allocated.
Allocation for Income Tax Purposes. (a) Except as provided in Section 6.05(b), 6.05(c), 6.05(d) and 6.05(e), each item of income, gain, loss and deduction of the Company for U.S. federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under Sections 6.03 and 6.04.
(b) The Members recognize that there may be a difference between the Book Value of a Company asset and the asset’s adjusted tax basis at the time of the property’s contribution or revaluation pursuant to this Agreement. In such a case, all items of tax depreciation, cost recovery, amortization, and gain or loss with respect to such asset shall be allocated among the Members to take into account the disparities between the Book Values and the adjusted tax basis with respect to such properties in accordance with the provisions of Sections 704(b) and 704(c) of the Code and the Treasury Regulations using any method available under Treas. Reg. §1.704-3 selected by the Managing Member; provided, however, that (i) solely for Federal, state and local income and franchise tax purposes and not for book or Capital Account purposes, income, gain, loss and deduction with respect to any Company asset with a Book Value other than the tax basis of such Company asset (other than a Company asset that is a partnership interest for Federal income tax purposes) shall be allocated for Federal, state and local income tax purposes in accordance with the “traditional method with curative allocations”, but with curative allocations limited to curative allocations of gain from the sale or other disposition of each such asset (as described in section 1.704-3(c)(3)(iii)(B) of the Treasury Regulations) (the “Section 1.704-3(c)(3)(iii)(B) Method”), and (ii) any tax items not required to be allocated under the 1.704-3(c)(3)(iii)(B) Method shall be allocated in the same manner as such gain or loss would be allocated for book purposes under Sections 6.03 and 6.04. Items allocated under this Section 6.05(b) shall neither be credited nor charged to the Members’ Capital Accounts.
(c) All items of income, gain, loss, deduction and credit allocated to the Members in accordance with the provisions hereof and basis allocations recognized by the Company for federal income tax purposes shall be determined without regard to any election under Section 754 of the Code that may be made by the Company; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to take int...
Allocation for Income Tax Purposes. For income tax purposes, each item of income, gain, loss and deduction of the Company shall be allocated among the Members in any manner, as reasonably determined by the Managing Member that reflects equitably amounts credited or debited to each Member’s Capital Account pursuant to Section 4.7 and Section 4.8 for the current and prior Fiscal Periods. These allocations shall be made pursuant to the general principles of Sections 704(b) and 704(c) of the Code and in accordance with any temporary or final regulations adopted thereunder.
Allocation for Income Tax Purposes. Income and losses of the Limited Partnership shall be determined in accordance with the Income Tax Act (Canada).
(a) All net losses of the Limited Partnership shall be shared by and allocated for income tax purposes to the Limited Partners on the following basis: [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
(1) With respect to the net losses arising from the first $[*] of expenses of the Limited Partnership:
(i) the revenues of the Limited Partnership shall be allocated to each of the Major Limited Partners in proportion to their Limited Partnership Interest;
(ii) the expenses of the Limited Partnership shall be allocated pro rata to each Major Limited Partner in accordance with the Capital Account and the Current Account (excluding revenues) of such Limited Partner as at the end of each Fiscal Year (or at the end of any accounting period, as may be appropriate in the circumstances) provided that for periods ending on or before December 31, 1998, Tele-Direct's Capital Account shall be reduced by the amount of the Promissory Note outstanding; and
(iii) the net income or net loss for each Major Limited Partner shall be its proportionate allocation of revenue (as determined pursuant to subsection (a)(1)(i)) less its proportionate share of the Limited Partnership's expenses (as determined pursuant to subsection (a)(1)(ii) above).
(2) With respect to any additional net losses of the Limited Partnership, all net losses of the Limited Partnership shall be allocated to each of the Major Limited Partners in proportion to their Limited Partnership Interest.
(b) All net income of the Limited Partnership shall be shared by and allocated for income tax purposes to each of the Limited Partners in proportion to their Limited Partnership Interest.
Allocation for Income Tax Purposes. The Members understand that for income tax purposes, the Company’s adjusted basis for the interest in the Property contributed to the capital of the Company pursuant to Sections 2.01 and 2.06 hereof may differ from the value at which the interest was accepted by the Company at the time of its contribution. Nevertheless, the Members intend that allocations shall be governed by Section 704(b) of the Code, to the extent permitted by Section 704(c) of the Code and the regulations thereunder as hereinafter set forth in Section 2.08 hereof.
Allocation for Income Tax Purposes. Net profits, net losses, gains and losses for income tax purposes shall be allocated in the same manner as Net Profits and Net Losses are allocated for purposes of maintaining the Partners’ Capital Account balances hereunder, except that appropriate adjustments shall be made to take account of the difference between the amount at which the assets are reflected on the Partnership’s books and the adjusted basis of such assets for income tax purposes under the principles of Section 704(c) of the Code and the Treasury Regulations thereunder, as further explained in the Treasury Regulations promulgated under Section 704(b) of the Code.
Allocation for Income Tax Purposes. Notwithstanding any other provision hereof to the contrary and unless otherwise required or mandated by any applicable Legal Requirement or Order, for income tax purposes, the Purchase Price is net of the following: (i) the portion of the MCG Debt Amount (including accrued and unpaid interest) on the books of and attributable to Dynamic Graphics, Inc., a wholly-owned Subsidiary of Creatas and co-borrower under the MCG Credit Agreement and (ii) the Moffly Change of Control Payment and the Xxxxxxxx Change of Control Payment.
Allocation for Income Tax Purposes. For tax purposes, income, gain, losses, deductions and credits of the Partnership shall be allocated in accordance with the principles of Section 704(b) of the Code and the Treasury Regulations thereunder so as to reflect as closely as possible, both currently and on a cumulative basis, the economic benefits and burdens to the respective Partners of the allocations provided for in Sections 4.4 and 4.6 and the distributions made pursuant to Article V and Section 11.3; provided, however, that in accordance with Section 704(c) of the Code, taxable income, gain, loss, deduction and credit with respect to any Partnership Asset contributed to the Partnership shall be allocated among the Partners so as to take account of the variation between the adjusted tax basis of such Partnership Asset and its Value under such method, consistent with any Treasury Regulations promulgated under Section 704(c) of the Code, as shall be selected by the Towers designees to the Management Committee. The Partners intend that these allocations of taxable income or loss will have substantial economic effect, and will reflect the Partners' economic interests in the Partnership, in accordance with the principles of Section 704(b) of the Code and the Treasury Regulations thereunder. The Partners understand that, by reason of timing differences, the Partners may not realize items of taxable income or loss with the same taxable year as the Partnership allocates items of Net Income or Net Loss, and agree to use their best efforts to cause the allocations of items of taxable income or loss, as required by this Section 4.7, to produce, as closely as possible, the same results to the Partners as would occur if the requirements of Treas. Reg. Sections 1.704-1(b)(2)(ii)(b)(1), (2) and (3) and 1.704-1(b)(2)(ii)(d) were satisfied. To accomplish the above purposes, the Partners undertake as promptly as practicable to consider and if possible approve a protocol or procedure, to be consistently applied, for the administrative implementation of this Section 4.7.
Allocation for Income Tax Purposes. (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as such items are allocated for book purposes under Section 4.2.
(b) The deduction for depletion with respect to each separate oil and gas property (as defined in section 614 of the Code) shall, in accordance with section 613A(c)(7)(D) of the Code, be computed for federal income tax purposes separately by the Partners rather than the Partnership. Except as provided in Section 4.3(d), for purposes of such computation, the proportionate share of the adjusted tax basis of each oil and gas property allocated among the Partners shall be determined in accordance with the following principles:
(i) In the case of a property acquired or developed prior to the receipt by the Limited Partners of cumulative distributions under Section 4.5(a)(i) equal to the aggregate of their respective Capital Contributions, to the Partners in accordance with the percentage amounts set forth in Section 4.5(a)(i).
(ii) In the case of property acquired or developed prior to the receipt by the Limited Partners of their respective Preferred Return Amounts under Section 4.5(a)(ii), to the Partners in accordance with the percentage amounts set forth in Section 4.5(a)(ii).
(iii) In all other cases to the Partners in accordance with the percentage amounts set forth in Section 4.5(a)(iii). Each Partner, with the assistance of the General Partner, shall separately keep records of its share of the adjusted tax basis in each separate oil and gas property, adjust such share of the adjusted tax basis for any cost or percentage depletion allowable with respect to such property and use such adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Partnership. Upon the request of the General Partner, each Limited Partner shall advise the General Partner of its adjusted tax basis in each separate oil and gas property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this subsection. The General Partner may rely on such information and, if it is not provided by the Limited Partner, may make such reasonable assumptions as it shall determine with respect thereto.
(c) Except as provided in Section 4.3(d), for the purposes of the separate computation of gain or loss by each...
Allocation for Income Tax Purposes
