Allocation of Non-Recourse Debt Sample Clauses

Allocation of Non-Recourse Debt. At least fifteen (15) days prior to the Closing, FWRLP shall provide the Contributor with a letter from its independent certified public accountants indicating the amount of FWRLP non-recourse indebtedness that will be allocated to Contributor's Units for federal income tax purposes immediately after the Closing. The letter will contain a computation of the amount of FWRLP non-recourse indebtedness allocable to Contributor based on certain assumptions (some of which will be provided by Contributor or its counsel), and the results for the contribution of the Property by the Contributor. If the aforementioned accountant's letter delivered to the Contributor prior to the Closing indicates that the amount of FWRLP non-recourse indebtedness that will be allocated to Contributor's Units immediately after the Closing is not sufficient to avoid triggering a taxable gain to Contributor on Contributor's contribution of the Property to FWRLP, then the Contributor shall have the right to terminate this Agreement by giving written notice thereof to FWRLP within seven (7) days of receipt of such accountant's letter by the Contributor, in which event the Deposit and any interest thereon shall be returned to FWRLP and neither party shall have any further obligations or liabilities to the other.
Sample 1
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Allocation of Non-Recourse Debt. At least fifteen (15) days prior to the First Closing, FWRLP shall provide the General Partners with a letter from its independent certified public accountants in substantially the form set forth in Exhibit M hereto (with appropriate modifications to reflect that Partnership Interests are being contributed to FWRLP with the Property then being subject to the Equitable Loan) indicating the amount of FWRLP non-recourse indebtedness that will be allocated to Contributors' Units for federal income tax purposes immediately after the First Closing. The letter will contain a computation of the amount of FWRLP non-recourse indebtedness allocable to Contributors based on certain assumptions (some of which will be provided by Contributors or their counsel), and the results for both (a) the contribution of the Contributed Interests, and (b) the contribution of the Contributed Interests and the Retained Interests as if both were contributed at the First Closing. FWRLP warrants that it will prepare all of its federal, state and other income tax returns in a manner reflecting the allocation of non-recourse liabilities set forth in the letter in the immediately preceding sentence. If the aforementioned accountant's letter delivered to the General Partners prior to the First Closing indicates that the amount of FWRLP non-recourse indebtedness that will be allocated to Contributors' Units immediately after the First Closing is not sufficient to avoid triggering a taxable gain to Contributors on Contributors' contribution of the Contributed Interests to FWRLP (or would not be sufficient to avoid triggering a taxable gain to Contributors on their contributing of both Contributed Interests and Retained Interests as if both were contributed at the First Closing), then the General Partners ( acting either singly or jointly) shall have the right to terminate this Agreement by giving written notice thereof to FWRLP within seven (7) days of receipt of such accountant's letter by the General Partners, in which event the Deposit and any interest thereon shall be returned to FWRLP and neither party shall have any further obligations or liabilities to the other.
Sample 1

Related to Allocation of Non-Recourse Debt

  • Allocation of Nonrecourse Debt For purposes of Regulations Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Partnership Interests.

  • Allocation of Nonrecourse Deductions Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Percentage Interests.

  • 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.

  • Limitation on Allocation of Net Loss To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Partnership Common Units in accordance with their respective Percentage Interests with respect to Partnership Common Units and (y) thereafter, among the Holders of other classes of Partnership Units as determined by the General Partner, subject to the limitations of this Section 6.4.A(vi).

  • Member Nonrecourse Debt Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • Partner Nonrecourse Debt Minimum Gain Chargeback Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.04(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

  • Timing and Amount of Allocations of Net Income and Net Loss Net Income and Net Loss of the Partnership shall be determined and allocated with respect to each Partnership Year of the Partnership as of the end of each such year. Subject to the other provisions of this Article 6, an allocation to a Partner of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss.

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

  • 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 Net Income and Net Loss Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests.

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