Common use of Allocation for Income Tax Purposes Clause in Contracts

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) For federalExcept as provided in Section 7.05(b), state 7.05(c) and local income tax purposes7.05(d), all items each item of taxable income, gain, loss and deduction of the Company for each Fiscal Year or period U.S. federal income tax purposes shall be allocated among the Members in accordance with the same manner in which the corresponding as such items were are allocated for book purposes under Sections 6.03 7.03 and 6.04, except as provided in Sections 6.05(b) and 6.05(c) below7.04. (b) If property is contributed to the Company by a Member and The Members recognize that there is 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 property 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 under those sections; provided, however, that any tax items not required to be allocated under Sections 704(b) or 704(c) of the Code shall be allocated in the same manner as such gain or loss would be allocated for book purposes under Sections 7.03 and 7.04. (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 and its fair market value at shall be determined without regard to any election under Section 754 of the time of its contributionCode that may be made by the Company; provided, then items of incomehowever, gainsuch allocations, deduction and loss with respect to such property, as computed for federal income tax purposes (but not for book purposes)once made, shall be allocated under the “traditional method” among the Members so adjusted as necessary or appropriate to take into account of such book/tax difference as required the adjustments permitted by Section 704(c) Sections 734 and 743 of the Code. (cd) If property (any deductions for depreciation, cost recovery or depletion are recaptured as ordinary income upon the sale or other than property described in Section 6.05(b)) disposition of Company properties, the ordinary income character 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 gain 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), sale or disposition shall be allocated among the Members pursuant to any permissible method contained in the Treasury Regulations promulgated under Section 704(c) of same ratio as 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 deductions giving rise to Depreciation Recapture such ordinary income character were allocated.

Allocation for Income Tax Purposes. (a) For federalExcept as provided in Section 6.05(b), state 6.05(c) and local income tax purposes6.05(d), all items each item of taxable income, gain, loss and deduction of the Company for each Fiscal Year or period U.S. federal income tax purposes shall be allocated among the Members in accordance with the same manner in which the corresponding as such items were are allocated for book purposes 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 The Members recognize that there is 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 property 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 under those sections using the “traditional method” set forth in Treas. Reg. §1.704-3(b); provided, however, that any tax items not required to be allocated under Section 704(b) or 704(c) of the Code 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 and its fair market value at shall be determined without regard to any election under Section 754 of the time of its contributionCode that may be made by the Company; provided, then items of incomehowever, gainsuch allocations, deduction and loss with respect to such property, as computed for federal income tax purposes (but not for book purposes)once made, shall be allocated under the “traditional method” among the Members so adjusted as necessary or appropriate to take into account of such book/tax difference as required the adjustments permitted by Section 704(c) Sections 734 and 743 of the Code. (cd) If property (any deductions for depreciation, cost recovery or depletion are recaptured as ordinary income upon the sale or other than property described in Section 6.05(b)) disposition of Company properties, the ordinary income character 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 gain 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), sale or disposition shall be allocated among the Members pursuant to any permissible method contained in the Treasury Regulations promulgated under Section 704(c) of same ratio as 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 deductions giving rise to Depreciation Recapture such ordinary income character were allocated.

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 the 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” (with curative allocations on sale or other disposition to the extent necessary to ensure that all of the built-in gain on the date of contribution of property by the Member is allocated to such Member) 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 book 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)property, 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 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 a manner that takes account of the difference between the adjusted basis of such property for federal income tax purposes and its Gross Asset Valuebook value in the same manner as differences between adjusted basis and fair market value are taken into account in determining the Members’ shares of tax items under Section 704(c) of the Code. (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) For federal, state and local income tax purposes, all items of taxable income, gain, loss loss, and deduction for each Fiscal Company 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 6.042.1, except as provided in Sections 6.05(b2.2, 2.3, 2.4(b) and 6.05(c2.4(c) below.of this Schedule B. (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 the 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 (in any permitted manner determined by the “traditional method” Board of Managers) among the Members so as to take account of such book/tax difference as required by Code Section 704(c) of the Code). (c) If property (other than property described in Section 6.05(b2.5(b)) of the Company is reflected in the Adjusted Capital Accounts of the Members and on the books of the Company at a Gross Asset Value book 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)property, 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 (in any permitted manner determined by the Board of Managers), with the prior written consent of each affected Member (which consent shall not be unreasonably withheld), 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 a manner that takes account of the difference between the adjusted basis of such property for federal income tax purposes and its Gross Asset Valuebook value in the same manner as differences between adjusted basis and fair market value are taken into account in determining the Members' shares of tax items under Code Section 704(c). (di) Without altering In connection with 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 exercise of the Coderights under the Warrant Agreement, or similar provisions allocations shall be made in respect of the Code (Units issued upon such exercise in a manner consistent with the “Depreciation Recapture”)allocations described in Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s) or in accordance with then applicable law, shallas determined by the Board of Managers in good faith after consultation with the Company's legal and tax advisors, and with the value of the Company, to the extent possiblerelevant, determined with the prior written consent of the Special Member (which consent shall not be unreasonably withheld). Solely for federal income tax purposes, any unrealized income, gain, loss, or deduction in assets of the Company (that has not been reflected in the Adjusted Capital Account previously) shall first be allocated to those the Member exercising the Warrant ("Exercising Member") to the extent necessary to reflect such Member's share in partnership capital, and second to the Members in accordance with Section 704(b) and (c) of the Code and the Treasury Regulations promulgated thereunder using "traditional method" as set forth under Regulations Section 1.704-3(b), in any permitted manner determined by the Board of Managers. (ii) If, after making the allocations described in clause (i) above, the Exercising Member's Adjusted Capital Account does not reflect its right to whom allowances share in the Company's capital, then, solely for depreciation or amortization giving rise federal income tax purposes, the Company's capital shall be reallocated (in any permitted manner determined by the Board of Managers) between the Members and the Exercising Member so that the Exercising Member's Adjusted Capital Account does reflect its right to Depreciation Recapture were allocatedshare in the Company's capital. The Board of Managers shall make corrective allocations beginning with the taxable year of the exercise of the rights under the Warrant Agreement as described in Proposed Treasury Regulation Section 1.704-1(b)(4)(x). (e) The Members are aware of the income tax consequences of the allocations made by this Section 2, and hereby agree to be bound by the provisions of this Section 2 in reporting their shares of income, gain, loss and deduction for income tax purposes.