Allocation of Profits and Losses; Tax Matters Sample Clauses

Allocation of Profits and Losses; Tax Matters. During any taxable period in which the Partnership is treated as a partnership for Federal, state or local income tax purposes, the Partnership's profits and losses shall be allocated to the partners in proportion to their partnership interests in the Partnership and shall include all items of income, gain, loss, deduction, credit or other items affecting the capital accounts under the Regulations promulgated under Section 704 of the Internal Revenue Code of 1986, as amended, or the analogous provisions of state or local law, as the case may be. For Federal income tax purposes, the Partnership shall not, without the prior written consent of all of its members, file any election to be treated as anything other than (i) a partnership, if the Partnership is treated as having more than one member for Federal income tax purposes or (ii) disregarded as an entity that is separate from its owner if it is treated as having one member for Federal income tax purposes.
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Allocation of Profits and Losses; Tax Matters. For so long as, and during such time as the Company shall have only one member, the following shall apply for Federal income tax purposes and relevant State income tax purposes, but only for such purposes: (i) in accordance with Section 3017701-3(a) of the Income Tax Regulations, the Company shall be disregarded as an entity separate from such member; (ii) all items of income, gain, loss, deduction and credit of the Company shall be treated as recognized directly by such member; and (iii) the assets and liabilities of the Company shall be treated as the assets and liabilities of such member. For so long as, and during such time as the Company shall have more than one member, the profits and losses of the Company shall be allocated between or among the members in proportion to their relative respective capital contributions. This characterization, solely for tax purposes, does not create or imply a general partnership between the Members for state law or any other purpose. Instead, the Members acknowledge the status of the Company as a limited liability company formed under the Act.
Sample 1
Allocation of Profits and Losses; Tax Matters. For so long as, and during such time as the Company shall have only one owner for U.S. federal income tax purposes, the following shall apply for such purposes and for relevant state income tax purposes, but only for such purposes: (i) in accordance with Section 301.7701-3(a) of the Income Tax Regulations. the Company shall be disregarded as an entity separate from such owner; (ii) all items of income, gain, loss, deduction and credit of the Company shall be treated as recognized directly by such owner; and (iii) the assets and liabilities of the Company shall be treated as the assets and liabilities of such owner.
Sample 1
Allocation of Profits and Losses; Tax Matters. In accordance with Section 301.7701-3(a) of the United States federal income tax regulations, for federal and applicable state income tax purposes and solely for such purposes, (a) the Company shall be disregarded as an entity separate from the Member and (b) all items of income, gain, loss, deduction and credit of the Company shall be treated as recognized directly by the Member.
Sample 1
Allocation of Profits and Losses; Tax Matters. For so long as, and during such time as the Company shall have only one member, the following shall apply for U.S. federal income tax purposes and relevant state income tax purposes, but only for such purposes: (i) in accordance with Treasury Regulation Section 301.7701-3, the Company shall be disregarded as an entity separate from such member until the effective date of any election the Company may make to change its classification for U.S. federal income tax purposes to that of a corporation by filing IRS Form 8832, Entity Classification Election or until the Company has more than one member, in which case it would be treated as a partnership for U.S. federal income tax purposes (provided that the Company has not elected on Form 8832 to be treated as a corporation); (ii) all items of income, gain, loss, deduction and credit of the Company shall be treated as recognized directly by such member; and (iii) the assets and liabilities of the Company shall be treated as the assets and liabilities of such member. For so long as, and during such time as the Company shall have more than one member, the profits and losses of the Company shall be allocated between or among the members in proportion to their relative respective capital contributions. This characterization, solely for tax purposes, does not create or imply a general partnership between the Members for state law or any other purpose. Instead, the Members acknowledge the status of the Company as a limited liability company formed under the Act.
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Allocation of Profits and Losses; Tax Matters 
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Related to Allocation of Profits and Losses; Tax Matters

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

  • 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.

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

  • Allocation of Profit or Loss All Profit or Loss shall be allocated to 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.

  • 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.

  • 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.

  • Allocation of Profits Profits for any Year shall be allocated in the following order and priority: (i) First, to any Partner who was allocated Losses after the Capital Account of any other Partner was reduced to zero (0), to the extent of such Losses; provided, however, that in the event that the foregoing applies to more than one Partner, to those Partners pro rata according to the amount of such Losses allocated to each; and (ii) Second, to the Partners in accordance with their relative Percentage Interests.

  • Allocation of Profit and Loss Section 5.01 of the Partnership Agreement is hereby deleted in its entirety and the following new Section 5.01 is inserted in its place:

  • Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.

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