Allocation of Nonrecourse Liabilities. For purposes of determining each Partner’s share of Nonrecourse Liabilities, if any, of the Partnership in accordance with Treasury Regulations Section 1.752-3(a)(3), the Partners’ interest in Partnership profits shall be determined in the same manner as prescribed by Section 4.4.5.
Allocation of Nonrecourse Liabilities. For purposes of determining each Member’s share of Nonrecourse Liabilities, if any, of the Company in accordance with Regulations Section 1.752-3(a)(3), the Members’ interests in Company profits shall be determined in the same manner as prescribed by Section 6.03(e).
Allocation of Nonrecourse Liabilities. The “excess nonrecourse liabilities” of the Company (within the meaning of Section 1.752-3(a)(3) of the Regulations) shall be shared by the Members in accordance with their respective Ownership Percentages.
Allocation of Nonrecourse Liabilities. A Member’s share of the nonrecourse liabilities of the Company shall be allocated in accordance with Treasury Regulation §1.752-3(a), except that excess nonrecourse liabilities shall be allocated among the members in accordance with the manner in which the Members reasonably expect that the nonrecourse deductions allocable to such liabilities will be allocated.
Allocation of Nonrecourse Liabilities. The "excess nonrecourse liabilities" of the Partnership (within the meaning of Section 1.752-3(a)(3) of the Regulations) shall be allocated to the Partners in accordance with their respective Residual Percentages.
Allocation of Nonrecourse Liabilities. For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Company profits shall be equal to such Holder’s Percentage Interest with respect to Membership Common Units.
Allocation of Nonrecourse Liabilities. The "excess nonrecourse ------------------------------------- liabilities" of the Partnership (as defined in Regulations Section 1.752- 3(a)(3)) shall be allocated among the Partners in proportion to their respective interests in Common Partnership Units.
Allocation of Nonrecourse Liabilities. (a) During the Tax Protection Period, pursuant to Treasury Regulations Section 1.752-3(a)(2) and (3), with respect to each Gain Limitation Property then held directly or indirectly by the Partnership, the Partnership shall maintain, directly or indirectly, an amount of Nonrecourse Liabilities secured by such Gain Limitation Property or to which the Gain Limitation Property is otherwise subject for purposes of Treasury Regulations Section 1.752-3(a) in an amount that is not less than the Minimum Debt Amount with respect to such Gain Limitation Property, and the Partnership shall allocate such Nonrecourse Liabilities to the Protected Partners in accordance with Section 752 of the Code and the Treasury Regulations. Schedule 3.1(a) hereto sets forth, with respect to each Gain Limitation Property, each Protected Partner’s Minimum Liability Amount with respect to such Gain Limitation Property. To the extent a Protected Partner must guarantee (in accordance with Section 3.1(b)) any Nonrecourse Liabilities in order to be allocated its Minimum Liability Amount and does not do so (except to the extent such failure to do so is the direct result of a failure by the Partnership to use reasonable efforts to cause the lender to agree to the Debt Guarantee form or other mutually agreed upon form to the extent required in accordance with Section 3.1(b)), the Partnership shall not be treated as having breached its obligation under this Section 3.1(a) to the extent of such failure. The Minimum Liability Amount may be decreased over time (as reasonably determined by the Partnership) to an amount that reflects the then applicable amount necessary to prevent the recognition of Protected Gain to such Protected Partners under Section 465, Section 707(a)(2)(B), Section 731 or Section 752 of the Code and Treasury Regulations.
(b) During the Tax Protection Period, each Protected Partner shall have the right, but not the obligation, upon forty-five (45) days’ written notice, to offer a Debt Guarantee of one or more Nonrecourse Liabilities in an aggregate amount up to the Minimum Liability Amount with respect to such Protected Partner, and the Partnership shall use reasonable efforts, at such Protected Partner’s expense, to cause the applicable lender to agree to accept such Debt Guarantee in such form as may be acceptable to the Protected Partner, the Partnership, and the applicable lender; provided that the Partnership makes no representation or warranty that the applicable lender s...
Allocation of Nonrecourse Liabilities. For purposes of Regulation Section 1.752-3(a)(3), “excess nonrecourse liabilities” (other than any indebtedness for borrowed money that is both (i) not in existence immediately prior to the time of the IPO, and (ii) is not a refinancing or a successive refinancing of any indebtedness for borrowed money in existence immediately prior to the time of the IPO) shall be allocated to Parent in an amount equal to Parent’s Section 704(c) gain (to the extent not captured pursuant to Regulation Section 1.752-3(a)(1) and (2)). For this purpose, “indebtedness for borrowed money” does not include trade payables or other operating liabilities.
Allocation of Nonrecourse Liabilities. Solely for purposes of determining each Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Treasury Regulation §1.752-3(a)(3), to the extent permissible under the Code and the applicable Treasury Regulations thereunder, such excess nonrecourse liabilities shall first be allocated among the Original Partners so as to provide adequate basis for the negative capital account (for federal tax purposes) of each such Original Partner, and thereafter in accordance with each Member’s interest in the profits of the Company, and for the aforesaid purpose, each Member’s interest in the Profits of the Company shall be equal to its Percentage Interest in the Company.
