Allocation of Income or Gain from a Major Capital Event. Any income or gain realized by the Company from a Major Capital Event shall be allocated as follows:
(a) First, subject to adjustment as hereafter provided, an amount equal to the cash to be distributed as a result of such transaction shall be allocated to those Members who will be distributed such cash pursuant to Section 9.3.2;
(b) Second, if the cash distributed exceeds the gain from the Major Capital Event, the amount tentatively allocated pursuant to Section 9.1.2
(a) to Members with a positive Capital Account balance (determined after the tentative allocation provided for in Section 9.1.2(a) above) shall be reduced in proportion to the positive balances of the Capital Accounts of all Members having positive Capital Account balances immediately prior to the allocation provided from in Section 9.1.2(a) above until the total amount allocated equals the total gain from such Major Capital Event to be allocated; provided, that the amount of reduction for any Member shall not exceed the total amount allocated to all Members under Section 9.1.2(a) and, any excess reduction shall be allocated among the remaining Members in the same manner as otherwise provided in this Section 9.1.2(b);
(c) Third, to the Members with negative Capital Account balances (determined prior to the allocation set forth in Section 9.1.2(a)) in proportion to the negative balances of such Capital Accounts until the Capital Account balances of all such Members equal zero;
(d) Fourth, to the Members in the percentages then in effect as set forth in Section 9.3.1(b)(iv); and
(e) If some Members have negative Capital Accounts and some have positive Capital Accounts immediately prior to the allocation provided for in Section 9.1.2(a), the amount of gain allocable to the Members with positive Capital Accounts pursuant to this Section shall be reduced in proportion to their positive balances in an amount not to exceed the lesser of the aggregate positive Capital Account balances of such Members, or the aggregate negative Capital Account balances of other Members, and such amount of gain shall instead be allocated to the Members with negative Capital Account balances in proportion to their negative balances.
Allocation of Income. Executive hereby acknowledges that the Company -------------------- and its related affiliates may allocate certain portions of Executive's compensation among the Company and its affiliates. Executive agrees to such allocation and acknowledges that for purposes of this Agreement, Executive will be deemed to be employed by, and to perform services for, the entity to which such compensation is allocated.
Allocation of Income. Except as otherwise provided in Exhibit C attached hereto, Income shall be allocated to the Partners in accordance with their respective Interests as set forth in Exhibit B attached hereto, as such exhibit may be amended from time to time.
Allocation of Income. Income earned on Company Stock in the Unallocated Company Stock Account will be used, at the discretion of the Administrator, to repay the Exempt Loan used to purchase such Company Stock Company Stock released from the Unallocated Company Stock Account with such income, and any income which is not so used, will be allocated on the annual Valuation Date in the same proportion that each Eligible Participant's Compensation for the Plan Year bears to the total Compensation of all Eligible Participants for the Plan Year.
Allocation of Income. For purposes of subsection (d), the Administrator may use any reasonable method of allocating income for any year, provided that such method does not violate Code §401(a)(4), is applied consistently to all excess distributions and Participants for the year, and is the method used to allocate income to Accounts generally.
Allocation of Income. All items of income, gain, loss or deduction reportable for tax purposes (as well as any tax credits arising from Partnership activity and the cost or basis of property with respect to which tax credits may be available) in any year shall be allocated for tax purposes between the Partners in the same percentages as the profits or losses of the Partnership are allocated during such year.
Allocation of Income. The Company and the Shareholders agree that for tax purposes (including for purposes of determining the Company's S corporation Taxable Income for its fiscal year ending December 31, 1996) the Company shall allocate its items of income, gain, loss, deduction and credit for its fiscal year ending December 31, 1996 between the S Short Year and the C Short Year in accordance with normal tax accounting rules (the so-called "closing of the books method"), as permitted by Section 1362(e)(3) of the Code. The Company will make the election permitted by Section 1362(e)(3) in a timely manner. The Shareholders agree to consent to such election and to provide the Company with the statement of consent of all shareholders described in Section 1.1362-6
Allocation of Income. The Company and the Shareholders agree that for tax purposes (including for purposes of determining the Company's S corporation Taxable Income for its fiscal year ending December 31, 1997) the Company shall allocate its items of income, gain, loss, deduction and credit for its fiscal year ending December 31, 1997 between the S Short Year and the C Short Year in accordance with normal tax accounting rules (the so-called "closing of the books method"), as permitted by Section 1362(a)(3) of the Code. The Company will make the election permitted by Section 1362(e)(3) in a timely manner. The Shareholders agree to consent to such election and to provide the Company with the statement of consent of all Shareholders described in Section 1.1362-6(b) of the Treasury Regulations. The Company and the Shareholders agree to make, and to provide such information and obtain such consents as are necessary to make, any comparable election required under applicable state and local income tax laws.
Allocation of Income. Pursuant to Section 1362(e)(1) of the Code, the S termination year of the Company shall be divided into two short taxable years: an S short year and a C short year. The S short year of the Company shall be that portion of the Company’s S termination year beginning on January 1, 2004 and ending on the day immediately preceding the Termination Date. The C short year of the Company shall be that portion of the Company’s S termination year beginning on the Termination Date and ending on December 31, 2004. Further, the Company shall allocate tax items between its two short taxable years ending and beginning, respectively, on the day immediately preceding the Termination Date and the Termination Date. The Company intends to allocate tax items to its S short year and C short year pursuant to the method contained in Section 1362(e)(2) of the Code, except to the extent the Company is required to use the “normal tax accounting rules” (i.e., the closing of the books method), pursuant to Code Section 1362(e)(6)(D), in which case tax items shall be allocated to the S short year as if the tax year of the Company ended on the day before the Termination Date and shall be allocated to the C short year as if the Company’s tax year commenced on the Termination Date.
Allocation of Income. ACSYS and the Shareholders agree that for federal tax purposes (including for purposes of determining ACSYS's S corporation Taxable Income for its fiscal year ending _____________, 1997) ACSYS shall allocate its items of income, gain, loss, deduction and credit for its fiscal year ending _____________, 1997 between the S Short Year and the C Short Year in accordance with normal tax accounting rules (the "closing of the books method"), as permitted by section 1362(e)(3) of the Code. ACSYS will make the election permitted by section 1362(e)(3) in a timely manner. The Shareholders agree to consent to such election and to provide ACSYS with the statement of consent of all Shareholders described in section 1.1362-6(b) of the Treasury Regulations. ACSYS and the Shareholders agree to make, and to provide such information and obtain such consents as are necessary to make, any comparable election required under applicable state and local income tax laws.
