Allocation of Taxable Income and Taxable Loss. (i) Except as otherwise provided in this section l5(b), allocations of tax items among the Partners shall be consistent with corresponding book (Profits and Losses) items (if any). For tax purposes, Profits and Losses, or any item thereof, shall be appropriately adjusted to reflect Taxable Income and Taxable Loss, or any item thereof, as determined under the Code and shall be allocated among the Partners in such a manner as to comply with the provisions of the Code and Regulations thereunder (including, if necessary, the "minimum gain chargeback provisions" of the Regulations under Section 704 of the Code). For example, any gain or loss recognized by the Partnership with respect to property contributed to the Partnership by a Partner shall be shared among the Partners so as to take account of the variation, if any, between the basis of the property to the Partnership and its fair market value at the time of contribution or revaluation, whichever is applicable, so as to comply with the requirements of Section 704 of the Code. Thus, for example, if a Partner contributes Property to the Partnership whose agreed fair market value exceeds its adjusted basis in the hands of the contributing Partner ("built-in gain"), and there have been no events giving rise to a revaluation, built-in gain with respect to such contributed Property shall first be allocated to such contributing Partner when the Partnership recognizes gain upon a disposition of such contributed Property, but not in an amount in excess of such built-in gain; the remaining balance of such recognized gain, if any, shall be allocated among the Partners as set forth herein. The allocation of built-in gain to a contributing Partner shall not increase such Partner's Capital Account, because such gain was already taken into account when the built-in gain property was contributed to the Partnership. A Partner who contributes property other than cash shall provide the Managing General Partner with information necessary to verify the contributing Partner's adjusted tax basis in the items of property contributed by him to the Partnership.
(ii) Generally, except as provided in section l5(b)(i), Taxable Income and Taxable Loss (and each such income and loss item) shall be allocated Pro Rata among the Partners. In the event, however, that non-Pro Rata distributions of property are made to a Partner or the net proceeds from the sale of property are distributed non-Pro Rata to a Partner, Taxable Income and Taxable ...
Allocation of Taxable Income and Taxable Loss. A. Except as otherwise provided herein, each item of taxable income, gain, loss, deduction, preference or recapture entering into the computation of Profits or Losses hereunder shall be allocated to each Class A Member in the same proportion as Profits or Losses are allocated and in accordance with the provisions of Section 704(b) of the Code and the Treasury Regulations thereto.
B. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company or with respect to which the value has been adjusted on the books of the Company shall, for tax purposes (but not for purposes of maintaining the Members' respective Capital Accounts), be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value using such method as may be selected by the Board of Managers.
C. Allocations pursuant to this Section 3.3 are for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.
Allocation of Taxable Income and Taxable Loss. Except as may be otherwise required under the Code or the applicable Treasury Regulations, each item of taxable income, gain, loss, deduction, preference or recapture entering into the computation of profits or losses hereunder shall be allocated to each Member in the same proportion as profits or losses are allocated.
Allocation of Taxable Income and Taxable Loss. The Partners are aware of the income tax consequences of the allocations made and shall report their shares of Partnership income and loss for income tax purposes consistent herewith.
Allocation of Taxable Income and Taxable Loss. Taxable Income and Taxable Loss of the Limited Partnership in each fiscal year shall be allocated in the same manner as Net Income and Net Loss is allocated in that year.
Allocation of Taxable Income and Taxable Loss. All Taxable Income and Taxable Loss (excluding Taxable Income and Taxable Loss arising out of the Sale of a Hotel Property, or from the liquidation of a Hotel Partnership, or from the Sale of the Partnership's interest in a Hotel Partnership or from the liquidation of the Partnership) for any fiscal year of the Partnership shall be allocated to the Partners' pro rata in proportion to the Net Cash Flow distributable to such Partners with respect to such fiscal year, as set forth in Section 7.02 (it being understood that Net Cash Flow contributed to any Hotel Partnership by the Partnership pursuant to Sections 7.02(b), (c) or (d) is not distributed or distributable to any Partner and does not affect allocations of Taxable Income or Taxable Loss); provided, however, that
(a) depreciation deductions and/or Accelerated Cost Recovery System (ACRS) deductions allocated to the Partnership from the Hotel Partnerships shall be allocated 7.4545% to the General Partner and 92.5455% to the Limited Partners; provided, however, that if the amounts so allocated to the General Partner are in excess of said General Partner's basis in the Partnership at the end of the Partnership's taxable year, such excess shall, subject to Section 7.01(b), be directly allocated to the Hotel General Partners by the Hotel Partnerships to the extent that the deductibility thereof by the Hotel General Partners is not so limited;
(b) the General Partner shall be allocated at least 1% of Taxable Income and Taxable Loss;
(c) if there is no distributable Net Cash Flow with respect to the fiscal year, subject to Section 7.01(a), such Taxable Income or Taxable Loss shall be allocated 99% to the Limited Partners and 1% to the General Partner;
(d) notwithstanding Sections 7.01(a) through (c), as of the end of any fiscal year of the Partnership, the cumulative Taxable Loss allocated to the Limited Partners shall be equal to that which would have been allocated to such Limited Partners under this Agreement and the Agreements of Limited Partnership of the Hotel Partnerships, combined, prior to their amendment and restatement as of December 31, 1986;
(e) if at the end of any fiscal year of the Partnership (i) any Limited Partner has a deficit Capital Account balance resulting in whole or in part from the allocation of Taxable Loss (or items thereof) attributable to nonrecourse debt which is secured by the Hotel Properties, and (ii) the aggregate of the deficit Capital Account balances of all such Limited ...
Allocation of Taxable Income and Taxable Loss. A. Except as may be otherwise required under the Code or the applicable Treasury Regulations, each item of taxable income, gain, loss, deduction, preference or recapture entering into the computation of profits or losses hereunder shall be allocated to each Member in the same proportion as profits or losses are allocated.
B. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value (as used by the Company as the book value of the property).
C. In the event the book value of any Company property is adjusted upon: (i) acquisition of Units by any person in exchange for a Capital Contribution, (ii) any non-pro rata distribution to Members of Company property other than cash, or (iii) a termination of the Company for federal income tax purposes under Code Section 708(b)(1)(B), subsequent allocation of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its book value in accordance with Code Section 704(c) and the Treasury Regulations thereunder, using such method as may be determined by the Board of Directors.
D. Allocations pursuant to Section 4.3.B and 4.3.C are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of profits or loss, other items, or distributions pursuant to any provision of this Agreement.
Allocation of Taxable Income and Taxable Loss. As of the end of each Fiscal Year, except as otherwise required by Section 704(c) of the Code and the Treasury Regulations thereunder, the Partnership’s taxable income or loss and each item of income, gain, loss, expense, or credit for federal income tax purposes shall be determined and allocated among the Partners in the following amounts and priorities:
(i) First, the General Partner may, in its sole and absolute discretion, make special allocations of income and gain or expense and loss to any Partner or former Partner who received one or more payments in withdrawal from its Capital Account pursuant to Article VI hereof during the Fiscal Year to reflect equitably amounts credited or debited to its Capital Account pursuant to Sections 4.1 and 4.2 hereof for the Fiscal Year and all prior Fiscal Years as compared to the aggregate taxable income or loss allocated to the Partner or former Partner in all prior Fiscal Years.
(ii) Second, the remainder of the taxable income or loss of the Partnership for the Fiscal Year, if any, and each item of Partnership income, gain, loss, expense, or credit included therein, shall be allocated among the Partners and former Partners in such amounts and in such proportions as will, as determined in the sole and absolute discretion of the General Partner, reflect equitably amounts credited or debited to each Partner’s and former Partner’s Capital Account for the Fiscal Year and all prior Fiscal Years as compared to the aggregate taxable income or loss that has been allocated to such Partner and former Partner during the Fiscal Year (including allocations for the Fiscal Year under subsection (a) hereof) and all prior Fiscal Years.
Allocation of Taxable Income and Taxable Loss. (i) Except as otherwise provided in this section 15(b), allocations of tax items among the Partners shall be consistent with corresponding book (Profits and Losses) items (if any). For tax purposes, Profits and Losses, or any item thereof, shall be appropriately adjusted to reflect Taxable Income and Taxable Loss, or any item thereof, as determined under the Code and shall be allocated among the Partners in such a manner as to comply with the provisions of the Code and Regulations thereunder (including, if necessary, the "minimum gain chargeback provisions" of the Regulations under Section 704 of the Code). For example, any gain or loss recognized by the Partnership with respect to property contributed to the Partnership by a Partner shall be shared among the Partners so as to take account of the variation, if any, between the basis of the property to the Partnership and its fair market value at the time of contribution or revaluation, whichever is applicable, so as to comply with the requirements of Section 704 of the Code. Thus, for example, if a Partner contributes Property to the Partnership whose agreed fair market value exceeds its adjusted basis in the hands of the contributing Partner ("built-in gain"), and there have been no events giving rise to a revaluation, built-in gain with respect to such contributed Property shall first be
Allocation of Taxable Income and Taxable Loss. As of the end of each Fiscal Year, except as otherwise required by Section 704(c) of the Code and the Treasury Regulations thereunder, the Fund's taxable income or loss and each item of income, gain, loss, expense, or credit for federal income tax purposes shall be determined and allocated among the Members in the following amounts and priorities:
(a) First, the Managing Member may, in its sole and absolute discretion, make special allocations of income and gain or expense and loss to any Member or former Member who received one or more payments in redemption from its Capital Account pursuant to Article VI hereof during the Fiscal Year to reflect equitably amounts credited or debited to its Capital Account pursuant to Sections 4.1 and 4.2 hereof for the Fiscal Year and all prior Fiscal Years as compared to the aggregate taxable income or loss allocated to the Member or former Member in all prior Fiscal Years.
(b) Second, the remainder of the Fund's taxable income or loss of the Fund for the Fiscal Year, if any, and each item of Fund income, gain, loss, expense, or credit included therein, shall be allocated among the Members and former Members in such amounts and in such proportions as will, as determined in the sole and absolute discretion of the Managing Member, reflect equitably the amounts credited or debited to each Member's and former Member's Capital Account for the Fiscal Year and all prior Fiscal Years as compared to the aggregate taxable income or loss that has been allocated to such Member and former Member during the Fiscal Year (including allocations for the Fiscal Year under subsection (a) hereof) and all prior Fiscal Years.
(c) The character of any item of income, gain, expense or loss allocated pursuant to this Section 4.4 shall be made in such proportions as will, as determined in the sole and absolute discretion of the Managing Member, reflect equitably the amounts credited or debited to each Member's Capital Account.
(d) All amounts withheld from Fund revenues or distributions by the Fund pursuant to the Code or any provision of any state or local tax law shall be treated for all purposes as distributions to those Members who receive tax credits with respect to withheld amounts or for whose account such amounts are withheld. In any case where a tax, fee or other assessment is levied upon the Fund, the amount of which is determined in whole or in part by the status or identity of the Members, the Managing Member may allocate the expense a...
