Allocation for Tax Purposes. ..16 Section 4.10 Determination by Managing Member of Certain Matters; Managing Member's Discretion. ............................16 Section 4.11 Adjustments to Take Account of Interim Year Events. ......17
Allocation for Tax Purposes. For each taxable year, items of income, deduction, gain, loss or credit actually recognized by the Company for federal income tax purposes shall be allocated for federal income tax purposes among the Members in such manner as to equitably reflect the amounts credited or debited to each Member's Capital Account for the current and prior taxable years (or relevant portions thereof). Allocations under this Section 4.09 shall be made by the Managing Member in accordance with the principles of Sections 704(b) and 704(c) of the Code and in conformity with applicable Treasury Regulations promulgated thereunder (including, without limitation, Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(4), 1.704-1(b)(4)(i) and 1.704-3(e)). Notwithstanding the foregoing, the Managing Member in its sole discretion may adjust the allocation of items of Company taxable income, gain, loss and deduction among the Members as it shall deem to be equitable, and necessary or desirable. If, during or immediately following the end of a taxable year, any Member redeems all of its Units in the Company or the Managing Member withdraws any amount from its Incentive Allocation Account, and the Member would (absent this sentence) recognize gain or loss under Section 731 of the Code as a result of such redemption or withdrawal, the Managing Member may, in its sole discretion, elect to specially allocate to such Member, for U.S. federal income tax purposes, any income and gain or loss and deduction (including short-term capital gain or loss) recognized by the Company during such taxable year, through and including the date of redemption or withdrawal, in an amount up to that amount of income and gain or loss and deduction which if so allocated would avoid the Member recognizing gain or loss on the redemption or withdrawal under Section 731 of the Code (ignoring for this purpose, in the sole discretion of the Managing Member, any adjustments that have been made to the tax basis of the redeeming Member's Units resulting from any transfers or assignment of the Units (other than the original issue of the Units), including by reason of death). Any such election by the Managing Member shall, to the extent reasonably practicable as determined by the Managing Member in its sole discretion, be applied on an equitable basis to all Members that redeem all of their Units during or immediately following the end of such taxable year.
Allocation for Tax Purposes. For each tax year, items of income (including items of gross income), deduction, gain, loss or credit shall be allocated for U.S. income tax purposes among the Partners in such manner as to reflect equitably amounts credited to or debited from each Partner’s Capital Account(s) for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section 3.09 shall be made pursuant to the principles of Section 704(b) and 704(c) of the Code, and U.S. Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Section and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners such gains or income as shall be necessary to satisfy the “qualified income offset” requirements of U.S. Treasury Regulations Section 1.704-1(b)(2)(ii)(d). If the Partnership realizes ordinary income and/or capital gains (including short-term capital gains) for U.S. Federal income tax purposes (collectively, “income”) for any tax year during or as of the end of which one or more Positive Basis Partners (as herein defined) withdraw from the Partnership pursuant to Article V, the Managing General Partner may elect, in its discretion, to allocate such income (including items of income) as follows: (i) first, among such completely withdrawing Positive Basis Partners, pro rata in proportion to the respective Full Positive Basis (as herein defined) of each such completely withdrawing Positive Basis Partner, until either the full amount of such income shall have been so allocated or the Full Positive Basis of each such Positive Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Positive Basis Partners, pro rata in proportion to the respective Partial Positive Basis (as herein defined) of each such partially withdrawing Positive Basis Partner, until either the remaining amount of such income shall have been so allocated or the Partial Positive Basis of each such Positive Basis Partner shall have been eliminated and (iii) then any income not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to Section 3.05. If the Partnership realizes deductions, ordinary losses and/or capital losses (including long-term capital losses) for U.S. Federal income tax p...
Allocation for Tax Purposes. (a) For each fiscal year, items of income, deduction, gain, loss or credit shall be allocated for income tax purposes among the Members in such manner as to equitably reflect the amounts credited or debited to each Member's Capital Account for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section 4.09 shall be made by the Managing Member in accordance with the principles of Sections 704(b) and 704(c) of the Code and in conformity with applicable Regulations promulgated thereunder (including, without limitation, Treasury Regulation Sections 1.704-1(b)(2)(iv)(f)(4), 1.704-1(b)(4)(i) and 1.704-3(e)). If any Member redeems all of its Units in the Company during a fiscal year or immediately following the end of a fiscal year, and the Member would (absent this sentence) recognize gain under Section 731 of the Code as a result of such withdrawal, the Managing Member may elect to specially allocate to such Member, for U.S. federal income tax purposes, any capital gains (including short-term capital gains) realized by the Company during such fiscal year, through and including the date of withdrawal, in an amount up to that amount of gain which if so allocated would avoid the Member recognizing gain on the withdrawal under Section 731 of the Code (ignoring for this purpose any adjustments that have been made to the tax basis of the withdrawing Member's Units resulting from any transfers or assignment of the Units (other than the original issue of the Units), including by reason of death). Any such election by the Managing Member shall, to the extent reasonably practicable as determined by the Managing Member in its sole discretion, be applied on an equitable basis to all Members withdrawing during such fiscal year or immediately following the end of such fiscal year.
Allocation for Tax Purposes. Section 3.07 Determination by General Partner of Certain Matters....................... Section 3.08 Adjustment to Take Account of Interim Year Events......................
Allocation for Tax Purposes. (a) Taxable income, losses and deductions of the Partnership for each year shall accrue to, and be borne by, the Partners in proportion to their sharing of net increases or decreases in Net Worth, the allocations of various types of taxable income and losses likewise being as nearly proportionate as possible.
Allocation for Tax Purposes. For each fiscal year, items of income, deduction, gain, loss or credit shall be allocated for income tax purposes among the Partners in such manner as to reflect equitably amounts credited or debited to each Partner's Capital Account for the current and prior fiscal years (or relevant portions thereof). Allocations under this Sec. 3.09 shall be made pursuant to the principles of Section 704(c) of the Internal Revenue Code of 1986, as amended (the "Code"), and in conformity with Regulations Sections 1.704-1(b)(2)(iv)(f) and 1.704-1(b)(4)(i) promulgated thereunder, or the successor provisions to such Section and Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners such gains or income as shall be necessary to satisfy the "qualified income offset" requirement of Regulations Section 1.704-1(b)(2)(ii)(d).
Allocation for Tax Purposes. For purposes of this agreement and for federal, state and local income tax purposes, income, deductions, losses and credit to the partnership shall be allocated equally among the partners who are partners on the last day of the fiscal year; provided, however, that in the event of a transfer of interest or the admission or withdrawal of a partner during the fiscal year, then such allocation shall be made on a pro rata basis in accordance with the varying interest of such parties during the fiscal year of the partnership.
Allocation for Tax Purposes. All allocations of income, profit, gain, loss, and expense (and all items contained therein) for federal income tax purposes shall be consistent with the allocations of such items set forth in this Section 5.01, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a disproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners.
Allocation for Tax Purposes. For purposes of Treasury Regulation section 1.1273-2(h), the Senior Subordinated Notes and the Warrants shall be treated as an investment unit. The amount of the Unit Purchase Price which is allocable to the Senior Subordinated Notes shall equal $36,883,228, and the amount of the Unit Purchase Price which is allocable to the Warrants shall equal $3,116,772. The parties hereto shall file all returns and statements in respect of Taxes in a manner which is consistent with the foregoing allocation.
