Allocation of Income and Loss for Straddle Period of Partnerships Sample Clauses

Allocation of Income and Loss for Straddle Period of Partnerships. In the event the Year-End Request is denied in respect of an Acquired Entity that is a partnership such that it is a Straddled Partnership, then for purposes of the Tax Act, the income or loss of each Straddled Partnership from each source for the fiscal period of such Acquired Entity up to the Effective Time shall be computed and allocated in accordance with the following rules to the extent permitted by applicable Law: (i) Buyer shall prepare or cause to be prepared a statement to compute the amount that would have been the income or loss for Tax purposes of each such Straddled Partnership had the fiscal period of such Straddled Partnership ended at the time immediately prior to the Effective Time (the “Notional Year-End”), determined in a manner consistent with existing procedures, practices and accounting methods of each such Straddled Partnership, unless any such procedure, practice, accounting method or other contemplated treatment is not permitted under Law; provided, however, that in the case of a deduction or credit that is calculated for an annual or periodic basis, such deduction or credit shall be computed on a pro-rata basis based on the number of days in the fiscal period up to the Notional Year-End. Buyer shall provide Sellers with an opportunity to comment on such Notional Year-End statement, and Buyer will reflect all reasonable comments provided by the Sellers; (ii) there shall be allocated to the partners of each such Straddled Partnership at the Notional Year-End such amounts of income or loss of such Straddled Partnership for its fiscal period that includes the Effective Time as would have been allocated to each of them in accordance with the relevant limited partnership agreement and past practice of such Straddled Partnership had the Notional Year-End been an actual fiscal year end of such Straddled Partnership; and (iii) for greater certainty, no income or loss of such Straddled Partnership for the period ending after the Notional Year-End shall be allocated to the Sellers.
Sample 1
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Related to Allocation of Income and Loss for Straddle Period of Partnerships

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Profits and Losses Distributions Until the admission of additional Members, the Original Member shall be entitled to all allocations of LLC profits and losses and to allocations of distributions.

  • Net Income and Net Loss All net income or net loss of the Company shall be for the account of the Member.

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • Allocations of Income and Loss For each taxable year, each holder of Preferred Units will be allocated a portion of the Net Income and Net Loss of the Partnership equal to the portion of the Net Income and Net Loss of the Partnership that would be allocated to such holder pursuant to Article 6 of the Agreement if such holder held a number of Partnership Common Units equal to (i) the number of Preferred Units held by such holder, multiplied by (ii) 0.625. Upon liquidation, dissolution or winding up of the Partnership, the Partnership shall endeavor to allocate income and gain to the holders of the Preferred Units such that the Capital Accounts related to the Preferred Units are equal to their Liquidation Preference.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Profits and Losses For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. (b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. (c) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

  • Fiscal Year; Taxable Year The fiscal year and the taxable year of the Company is the calendar year.

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