Allocation of Income from Flowthrough Entities Sample Clauses

Allocation of Income from Flowthrough Entities. (1) CIBC and the Authorized Representative shall take all actions necessary to allocate items of income, gain, loss, deduction and credit of any partnership or "flowthrough" entity, in which any member of the Holdings Subgroup owns an equity interest immediately after the Acquisition for the taxable period that includes the Acquisition Date, between the Holdings Subgroup and the CIBC Post-Acquisition Group as if the taxable period of such flowthrough entities ended as of the close of the Acquisition Date. As promptly as possible after the end of the fiscal quarter during which the Acquisition occurs, CIBC shall cause any such partnership or flowthrough entity to deliver to the Authorized Representative a pro forma Schedule K-1 showing the allocable shares of partnership items attributable to the equity interests held by any members of the Holdings Subgroup for the portion of the taxable period ended as of the close of the Acquisition Date. The Authorized Representative shall have the right to review and approve such Schedules K-1 (and any amendments thereto), which approval shall not unreasonably be withheld. (2) OGI and the Authorized Representative shall take all actions necessary to allocate items of income, gain, loss, deduction and credit of Opcap and Opcap LP (and any other partnership or "flowthrough" entity in which any member of the Opgroup Subgroup owns an equity interest immediately prior to the Merger) for the taxable period that includes the Merger Date between the Opgroup Subgroup and the OGI Post-Merger Group as if the taxable period of such flowthrough entities ended as of the close of the Merger Date. As promptly as possible after the end of the fiscal quarter during which the Merger occurs, OGI shall cause both Opcap and Opcap LP (and any other such partnership or flowthrough entity) to deliver to the Authorized Representative a pro forma Schedule K-1 showing the allowable shares of partnership items attributable to the equity interests held by any members of the Opgroup Subgroup for the portion of the taxable period ended as of the close of the Merger Date. The Authorized Representative shall have the right to review and approve such Schedules K-1 (and any amendments thereto), which approval shall not unreasonably be withheld.
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Related to Allocation of Income from Flowthrough Entities

  • Disposition of Income During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

  • Collection of Income The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

  • 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.

  • Limited Distributions of Income from Trust Account (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation owed by the Company. (b) The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a), no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof. (c) The Company shall provide Ladenburg with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.

  • Distributions Upon Income Inclusion Under Section 409A of the Code Upon the inclusion of any portion of the benefits payable pursuant to this Agreement into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested accrued liability, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

  • Distribution of Financial Contribution The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Funding Authority, and - the provisions of payment in Section 7.3. A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

  • 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.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

  • Flow-Through Entities If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners. Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted.

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

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