Common use of Allocation of Certain Tax Items Clause in Contracts

Allocation of Certain Tax Items. (a) Except as otherwise provided in this Paragraph 1.6, all items of income, gain, loss or deduction for federal, state and local income tax purposes will be allocated in the same manner as the corresponding “book” items are allocated under Paragraphs 1.2 (as a component of Net Income or Net Losses) or 1.4. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company will, solely for tax purposes, be allocated among the Members (and, as applicable, Holders) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and the initial Gross Asset Value thereof (computed in accordance with subparagraph (i) of the definition of the term Gross Asset Value herein). (c) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) or (iv) of the definition of the term Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset will take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) In the event the Company has in effect an election under Section 754 of the Code, allocations of income, gain, loss or deduction to affected Members for federal, state and local tax purposes will take into account the effect of such election pursuant to applicable provisions of the Code. (e) Any elections or other decisions relating to such allocations will be made by the Executive Board in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Paragraph 1.6 are solely for federal, state and local tax purposes and will comprise the information furnished to such Members in their Schedule K-1s each year. Except to the extent allocations under this Paragraph 1.6 are reflected in the allocations of the corresponding “book” items pursuant to Paragraphs 1.2 (as a component of Net Income or Net Losses), or 1.4, allocations under this Paragraph 1.6 will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Losses, other items or distributions pursuant to any provision of this Agreement.

Allocation of Certain Tax Items. (a) Except as otherwise provided in this Paragraph 1.61.4, all items of income, gain, loss or deduction for federal, state and local income tax purposes will be allocated in the same manner as the corresponding “"book” " items are allocated under Paragraphs Paragraph 1.2 (as a component of Net Income or Net Losses) ), or 1.41. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company will, solely for tax purposes, be allocated among the Members (and, as applicable, Holders) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and the initial Gross Asset Value thereof (computed in accordance with subparagraph (i) of the definition of the term Gross Asset Value herein). (c) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) or (iv) of the definition of the term Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset will take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (d) In the event the Company has in effect an election under Section 754 of the Code, allocations of income, gain, loss or deduction to affected Members for federal, state and local tax purposes will take into account the effect of such election pursuant to applicable provisions of the Code. (e) Any elections or other decisions relating to such allocations will be made by the Executive Board Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Paragraph 1.6 1.4 are solely for federal, state and local tax purposes and will comprise the information furnished to such Members in their Schedule K-1s each year. Except to the extent allocations under this Paragraph 1.6 1.4 are reflected in the allocations of the corresponding “"book” " items pursuant to Paragraphs Paragraph 1.2 (as a component of Net Income or Net Losses), or 1.41.3, allocations under this Paragraph 1.6 1.4 will not affect, or in any way be taken into account in computing, any Member’s 's Capital Account or share of Net Income, Net Losses, other items or distributions pursuant to any provision of this Agreement. (f) Subject to subsection (g) below, to the extent possible any tax credits will be allocated in accordance with each Member's Percentage Interest. (g) All foreign withholding taxes or income taxes paid by the Company or by any affiliate (or on behalf of the Company or of its affiliate by a foreign payor) in respect of interest, dividends, rents, royalties, license fees, service fees or other fixed or determinable annual or periodical gains, profits and income, or any penalties, inflationary adjustment, or interest assessed by any taxing authority related to the failure by the Company or any affiliate (or any foreign payor) to pay (or withhold) such tax at the proper rate will be charged as an expense directly to the Party in the amount paid by the Company or other payor on such item of income as if a proportionate share of each of such items of income corresponding to the Party's percentage interest in the Company had been paid directly from the foreign payor to the Party. Distributive shares of net income or loss will be calculated pursuant to this provision and correspondingly reflected in the Capital Accounts of the Company.

Allocation of Certain Tax Items. (a) Except as otherwise provided in this Paragraph 1.6, all items of income, gain, loss or deduction for federal, state and local income tax purposes will be allocated in the same manner as the corresponding “book” items are allocated under Paragraphs 1.2 (as a component of Net Income or Net Losses) 1.2, or 1.4. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property Property contributed to the capital of the Company will, solely for tax purposes, be allocated among the Members (and, as applicable, Holders) so as to take account of any variation between the adjusted basis of such property Property to the Company for federal income tax purposes and the initial Gross Asset Value thereof (computed in accordance with subparagraph (i) of the definition of the term Gross Asset Value herein). The Company shall apply the “traditional method” of making allocations under Code Section 704(c) as set forth in Section 1.704-3(b) of the Regulations. (c) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) or (iv) of the definition of the term Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset will take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder, using the “traditional method” set forth in Section 1.704-3(b) of the Regulations. (d) In the event the Company has in effect an election under Section 754 of the Code, allocations of income, gain, loss or deduction to affected Members for federal, state and local tax purposes will take into account the effect of such election pursuant to applicable provisions of the CodeCode provisions. (e) Any elections or other decisions relating to such allocations will be made by the Executive Board Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Paragraph 1.6 are solely for federal, state and local tax purposes and will comprise the information furnished to such Members in their Schedule K-1s each year. Except to the extent allocations under this Paragraph 1.6 are reflected in the allocations of the corresponding “book” items pursuant to Paragraphs 1.2 (as a component of Net Income or Net Losses)1.2, or 1.4, allocations under this Paragraph 1.6 1.5 will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Losses, other items or distributions pursuant to any provision of this Agreement.

Allocation of Certain Tax Items. (a) Except as otherwise provided in this Paragraph 1.61.4, all items of income, gain, loss or deduction for federal, state and local income tax purposes will shall be allocated in the same manner as the corresponding “"book” " items are allocated under Paragraphs Paragraph 1.2 (as a component of Net Income or Net Losses) ), or 1.41. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company willshall, solely for tax purposes, be allocated among the Members (and, as applicable, Holders) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and the initial Gross Asset Value thereof (computed in accordance with subparagraph (i) of the definition of the term Gross Asset Value herein). (c) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) or (iv) of the definition of the term Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset will shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. (d) In the event the Company has in effect an election under Section 754 of the Code, allocations of income, gain, loss or deduction to affected Members for federal, state and local tax purposes will shall take into account the effect of such election pursuant to applicable provisions of the Code. (e) Any elections or other decisions relating to such allocations will shall be made by the Executive Board Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Paragraph 1.6 1.4 are solely for federal, state and local tax purposes and will shall comprise the information furnished to such Members in their Schedule K-1s each year. Except to the extent allocations under this Paragraph 1.6 1.4 are reflected in the allocations of the corresponding “"book” " items pursuant to Paragraphs Paragraph 1.2 (as a component of Net Income or Net Losses), or 1.41.3, allocations under this Paragraph 1.6 will 1.4 shall not affect, or in any way be taken into account in computing, any Member’s 's Capital Account or share of Net Income, Net Losses, other items or distributions pursuant to any provision of this Agreement. (f) To the extent possible, any tax credits shall be allocated in accordance with each Member's Percentage Interest.

Allocation of Certain Tax Items. (a) Except as otherwise provided in this Paragraph 1.61.5, all items of income, gain, loss or deduction for federal, state and local income tax purposes will be allocated in the same manner as the corresponding “"book” " items are allocated under Paragraphs 1.2 and 1.3 of this Exhibit A (as a component of Net Income or Net Losses) ), or 1.4.1.4 of this Exhibit A. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company will, solely for tax purposes, be allocated among the Members (and, as applicable, Holders) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and the initial Gross Asset Value thereof (computed in accordance with subparagraph (i) of the definition of the term Gross Asset Value hereinherein using any method approved under Code Section 704(c) and the applicable Treasury Regulations as chosen by the Tax Matters Member). (c) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) or (iv) of the definition of the term Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset will take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunderthereunder using the "traditional method" under Regulations Section 1.704-3(b). (d) In To the event extent the Company has in effect an election under Section 754 of the Code754, allocations of income, gain, loss or deduction to affected Members for federal, state and local tax purposes will take into account the effect of such election pursuant to applicable provisions of the Code. (e) Any elections or other decisions relating to such allocations will be made by the Executive Board Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Paragraph 1.6 1.5 are solely for federal, state and local tax purposes and will comprise the information furnished to such Members in their Schedule K-1s each year. Except to the extent allocations under this Paragraph 1.6 1.5 are reflected in the allocations of the corresponding “"book” " items pursuant to Paragraphs 1.2 or 1.3 of this Exhibit A (as a component of Net Income or Net Losses), or 1.41.4 of this Exhibit A, allocations under this Paragraph 1.6 1.5 will not affect, or in any way be taken into account in computing, any Member’s 's Capital Account or share of Net Income, Net Losses, other items or distributions pursuant to any provision of this Agreement.

Allocation of Certain Tax Items. (a) Except as otherwise provided in this Paragraph 1.6Whenever a proportionate part of the Net Income and Net Loss is allocated to a Member for book purposes pursuant to ARTICLE 7, all items every item of income, gain, loss loss, deduction or deduction credit entering into the computation of such Net Income or Net Loss or arising from the transactions with respect to which such Net Income or Net Loss were realized shall be credited or charged, as the case may be, to such Member in the same proportion for federal, state and local U.S. federal income tax purposes will purposes; provided, however, that recapture income, if any, shall be allocated to the Members in the same manner as were the corresponding “book” items are allocated under Paragraphs 1.2 (as a component of Net Income or Net Losses) or 1.4Depreciation deductions. (b) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company willshall, solely for tax purposes, be allocated among the Members (and, as applicable, Holders) so as to take account of any variation between the adjusted basis of such property to the Company for United States federal income tax purposes and the initial Gross Asset Value thereof (computed in accordance with subparagraph clause (i) of the definition of the term Gross Asset Value herein). (c) In the event If the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph clause (ii) or (iviii) of the definition of the term Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset will shall take account of any variation between the adjusted basis of such asset for United States federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder. (d) In the event If the Company has in effect an election under Section 754 of the Code, allocations of income, gain, loss or deduction to affected Members for United States federal, state and local tax purposes will shall take into account the effect of such election pursuant to applicable provisions of the Code. (e) Any elections or other decisions relating to such allocations will shall be made by the Executive Board of Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Paragraph 1.6 Section 7.5 are solely for United States federal, state and local tax purposes and will comprise shall be included in the information furnished provided to such Members in their Schedule K-1s pursuant to Section 9.3(b) each year. Except to the extent allocations under this Paragraph 1.6 Section 7.5 are reflected in the allocations of the corresponding “"book” " items pursuant to Paragraphs 1.2 Sections 7.2 or 7.3 (as a component of Net Income or Net Losses), or 1.47.4, allocations under this Paragraph 1.6 will Section 7.5 shall not affect, or in any way be taken into account in computing, any Member’s 's Capital Account or share of Net Income, Net Losses, other items of income, gain, loss, deduction or credit or distributions pursuant to any provision of this Agreement.