Allocation of Income and Loss. The net income or losses of the Company will be allocated to the members at the end of each accounting period in proportion to their respective ownership interests in the Company. The gains, losses, deductions and other income tax items of the Company will be allocated to the members in the same manner, except as otherwise provided in this Article.
Allocation of Income and Loss. All items of income, gain, loss, deduction, and credit allocable to any interest in the Company shall be allocated on a monthly basis based upon the results of Company operations during such month, without regard to whether cash distributions were made to the Member during such calendar month; however, such allocation shall be made in accordance with a method permissible under Code Section 704(c) and the regulations thereunder.
Allocation of Income and Loss. (a) All items of income, gain, loss, deduction or credit shall be allocated to all Members and Assignees in accordance with their respective Units in the Company. All outstanding Units shall be treated equally.
(b) Notwithstanding anything to the contrary in this Section 5.02, if there is a net decrease in "minimum gain" (within the meaning of Treasury Regulations Section 1.704-2(d) and (g) during a fiscal year, all Members with a deficit balance in their Capital Accounts at the end of that year (excluding items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)-(6) shall be allocated, before any other allocations of such items for such fiscal year, items of Income and gain for such year (and if necessary, subsequent years), in an amount and in the proportions necessary to eliminate such deficits as quickly as possible. The foregoing sentence is intended to be a "minimum gain charge back" provision as described in Treasury Regulations Section 1.704-2(f), and shall be interpreted and applied in all respects in accordance with that regulation.
(c) If during any fiscal year of the Company, any Member unexpectedly receives an adjustment, allocation, or distribution of the type described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4),(5), or (6), that Member shall be allocated items of Income (consisting of a pro rata portion of each item of partnership income, including gross income, and gain for such year) in an amount and manner sufficient to eliminate that Member's deficit Capital Account balance as quickly as possible.
(d) Under regulations prescribed by the Secretary of the Treasury pursuant to Section 704(c) of the Code, items of Capital Gain, Income and Loss with respect to property contributed to the Company by a Member shall be shared among Members so as to take account of the variation between the basis of the property to the Company and its fair market value at the time of contribution. The Members shall have the power to make such elections, adopt such conventions, and allocate Capital Gain, Income and Loss as each of them deems appropriate to comply with Section 704(c) of the Code and any Treasury Regulations promulgated thereunder and to preserve, to the extent possible, uniformity of the Units. Any item allocated under this Section 5.02(d) shall not be debited or credited to a Member's Capital Account to the extent that such item is already taken into account (upon formation or otherwise) in determining such Member's Capi...
Allocation of Income and Loss. With Respect to LLC Interests Transferred If any LLC Interest is transferred during any Fiscal Year, the Net Income or Net Loss (and other items referred to in Section 6.1) attributable to such LLC Interest for such Fiscal Year shall be allocated between the transferor and the transferee based on the number of days during such Fiscal Year for which each party was the owner of the LLC Interest transferred.
Allocation of Income and Loss. Income, deductions, gains, and losses shall be allocated, during the term of the Partnership, 10% to the General Partner and 90% to the Limited Partners until the Limited Partners have been returned 100% of their Capital Contributions; thereafter, to the extent allowed by the provisions of Section 704 of the Internal Revenue Code of 1986, as amended (substantial economic effect test), such allocations shall be made 30% to the General Partner and 70% to the Limited Partners, subject to the provisions of Section 6.2 of this Agreement.
Allocation of Income and Loss. The income, gains, losses, deductions and credits of the Onshore Partnership shall be allocated for U.S. federal, state and local income tax purposes among the Partners so as to reflect, in the judgment of the General Partner, the Interests of the Partners in the Onshore Partnership set forth in this Agreement as reflected in the Partners’ Capital Accounts. The General Partner is authorized (a) to select such tax allocation methods as may in the General Partner’s judgment be appropriate to satisfy the requirements of Section 704(c) of the Code regarding allocations of income and loss for U.S. federal income tax purposes, including an “aggregate approach” involving “partial netting” or “full netting” with respect to reverse Section 704(c) allocations to the extent permitted by U.S. Treasury Regulation Section 1.704-3; (b) to interpret and apply the allocation provisions hereof as providing for a “qualified income offset,” “minimum gain chargeback” and such other allocation principles as may be required under Section 704 of the Code and applicable regulations (provided that if such principles are applied in making allocations hereunder, subsequent allocations shall be made so as to reverse, to the extent possible in the General Partner’s judgment, the effect of the application of such principles); (c) to determine on a daily, monthly, or other basis items of income, loss, gain or deduction or other items using any permissible method under Section 706 of the Code and the regulations thereunder; (d) to make special allocations of income or loss to Partners who withdraw or otherwise redeem all or a part of their Capital Accounts (as more fully described in the immediately following sentence); (e) to determine the allocation of specific items of income, gain, loss, deduction and credit of the Onshore Partnership; and (f) to vary any and all of the foregoing allocation provisions to the extent necessary in the judgment of the General Partner to comply with Section 704 of the Code and applicable regulations. If one or more Partners withdraws or otherwise redeems all or part of its Capital Accounts pursuant to this Agreement and such withdrawing Partner’s Capital Accounts as of the withdrawal date exceed or are less than such Partner’s “adjusted tax basis” for U.S. federal income tax purposes in such Partner’s interest in the Onshore Partnership as of such time (determined without regard to any adjustments made to such “adjusted tax basis” by reason of any transfer...
Allocation of Income and Loss. The Member intends that for federal (and, to the extent applicable and appropriate, state and local) income tax purposes, while the Member is the sole owner of the limited liability company interests of the Company, the Company shall be disregarded as an entity separate from the Member, and all items of the Company income, deduction, gain, loss and expense shall be allocated to the Member.
Allocation of Income and Loss. After application of Section 5.3 and Section 5.4, and subject to the other provisions of this Article 5, all remaining items of Venture income, gain, loss and deduction as determined for book purposes for the taxable year shall be allocated among the Capital Accounts of the Venturers in such a manner as shall cause the Capital Accounts of the Venturers (as adjusted through the end of such Fiscal Year or other period) to equal, as nearly as possible, in the same proportionate amounts as (a) the amount such Venturers would receive if all assets of the Venture on hand at the end of such Fiscal Year or other period were sold for cash equal to their book values, all liabilities of the Venture were satisfied in cash in accordance with their terms (limited in the case of non-recourse liabilities to the book value of the property securing such liabilities), and all remaining or resulting cash was distributed to the Venturers under Section 6.2 minus (b) such Venturer’s share of Venture Minimum Gain (as defined below) and Venturer Nonrecourse Debt Minimum Gain (as defined below), computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the Board may adjust the allocations made pursuant to this Agreement as long as such adjusted allocations are intended to be in accordance with the interests of the Venturers in the Venture and in accordance with section 704(c) of the Code and the Treasury Regulations thereunder.
Allocation of Income and Loss. All items of income, gain, loss, deduction, and credit must be allocated among the Members in accordance with their Percentage Interests as set forth on Schedule A of this Agreement (which must be updated by the Manager to reflect any changes to its contents) and their membership class and the rights associated therewith.
Allocation of Income and Loss. All items of income, gains, losses, deductions and credits (or items thereof) of the Company shall be allocated to the Member.
