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 Debt. For purposes of Regulation 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 by the General Partner by taking into account facts and circumstances relating to each Partner’s respective interest in the profits of the Partnership. For this purpose, the General Partner shall have the sole and absolute discretion in any Fiscal Year to allocate such excess Nonrecourse Liabilities among the Partners in any manner permitted under Code Section 752 and the Regulations thereunder.
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 any permissible method determined by the General Partner, except that such excess Nonrecourse Liabilities shall be allocated first (under the fifth sentence of Treasury Regulations Section 1.752-3(a)(3)) to each Partner up to the amount of built-in gain that is allocable to the Partner on “section 704(c) property” (as defined under Regulations Section 1.704-3(a)(3)(ii)) or property for which “reverse section 704(c) allocations” are applicable as described in Regulations Section 1.704-3(a)(6)(i), where such property is subject to the excess Nonrecourse Liabilities to the extent that such built-in gain exceeds Nonrecourse Built-in Gain with respect to such property.
Allocation of Nonrecourse Debt. For purposes of Treasury Regulations Section 1.752-3(a), the Members agree that Nonrecourse Liabilities of the Company 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 Members in accordance with their Percentage Interests.
Allocation of Nonrecourse Debt. For purposes of Regulation Section 1.752-3(a), the Members agree that Nonrecourse Liabilities of the Company 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 by the Managing Member by taking into account facts and circumstances relating to each Member’s respective interest in the profits of the Company. For this purpose, the Managing Member shall have the sole and absolute discretion in any Fiscal Year to allocate such excess Nonrecourse Liabilities among the Members in any manner permitted under Code Section 752 and the Regulations thereunder.
Allocation of Nonrecourse Debt. The Partners agree that Nonrecourse Liabilities of the Partnership shall be allocated among the Partners in accordance with the provisions of Regulations Section 1.752-3, as modified by any guidance published by the Internal Revenue Service, or otherwise reasonably interpreted.
Allocation of Nonrecourse Debt. For purposes of Section 752 of the Code, for taxable periods of the Partnership up to and including the taxable year ending December 31, 2009, the Partners agree as follows:
(1) 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 (such portion of the Nonrecourse Liabilities, the "EXCESS NONRECOURSE LIABILITIES") shall be allocated among the Partners in accordance with their respective Percentage Interests. Notwithstanding the foregoing, in the event that such allocation of Excess Nonrecourse Liabilities would result in the aggregate amount of Nonrecourse Liabilities allocable to any Limited Partner who is a Limited Partner on the date of this Agreement (an "INITIAL LIMITED PARTNER") being less than the amount set forth opposite his name on Schedule 6.1C* hereto (a Limited Partner's "MINIMUM DEBT AMOUNT"), then the Excess Nonrecourse Liabilities shall be allocated in accordance with Regulations Section 1.752-3(a)(3) first to reflect the Partners' respective shares of the amount of "built-in gain" (within the meaning of such Regulation) allocable to them in accordance with Code Section 704(c) (or in accordance with Code Section 704(c) principles pursuant to Regulations Section 1.704-3(a)(6)). For purposes of the preceding sentence, (i) allocations of Excess Nonrecourse Liabilities shall be done on a liability-by-liability basis (or on a property-by-property basis if a Nonrecourse Liability is secured by more than one property); and (ii) the allocation methodology described in the preceding sentence shall be used with respect to such individual Nonrecourse Liabilities only to the minimum extent necessary so that the aggregate amount of Nonrecourse Liabilities allocable to each of the Initial Limited Partners at least equals such Initial Limited Partner's Minimum Debt Amount (or the maximum amount that is mathematically possible if no application of such methodology would result in each Initial Limited Partner having a share of the Nonrecourse Liabilities that would at least equal his Minimum Debt Amount), and once such allocation is equal to such Initial Limited Partner's Minimum Debt Amount, the balance of all Nonrecourse Liabilities shall be allocated in accordance with the first sentence of this paragraph.
(2) On January 1 of each of 2006, 2007, 2008 and 2009, the Minimum Debt Amount of each Initial Limited Partner listed on Schedule 6.1C shall ...
Allocation of Nonrecourse Debt. For purposes of Regulation Section 1.752-3(a), the Members agree that Nonrecourse Liabilities of the Company 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 by the Managing Member by taking into account facts and circumstances relating to each Member’s respective interest in the profits of the Company. For this purpose, the Managing Member shall have the sole and absolute discretion in any fiscal year to allocate such excess Nonrecourse Liabilities among the Members in any manner permitted under Code Section 752 and the Regulations thereunder. Unless and until the Managing Member determines otherwise, however, the Members intend that the excess Nonrecourse Liabilities of the Company shall be allocated to the Members holding Common Units only, unless otherwise provided by the terms and conditions of a class or series of Units other than Common Units.
Allocation of Nonrecourse Debt. The provisions of that certain Tax ------------------------------ Reporting Agreement (including but not limited to paragraphs 3 and 4 thereof) dated the date hereof among the Partnership and such holders are hereby incorporated herein by reference.
Allocation of Nonrecourse Debt. 30 Section 6.3 Allocations for Series A Preferred Partnership Units and Series B Redeemable Preferred Partnership Units........................................................... 30
