ALLOCATIONS      44 Clause Samples

ALLOCATIONS      44. Section 6.1 Timing and Amount of Allocations of Net Income and Net Loss 44 Section 6.2 General Allocations 44 Section 6.3 Additional Allocation Provisions 47 Section 6.4 Tax Allocations 49 Section 6.5 Special Allocations 50 ARTICLE 7. MANAGEMENT AND OPERATIONS OF BUSINESS 50 Section 7.1 Management 50 Section 7.2 Certificate of Limited Partnership 54 Section 7.3 Restrictions on General Partner’s Authority 55 Section 7.4 Reimbursement of the General Partner 56 Section 7.5 Outside Activities of the General Partner 58 Section 7.6 Contracts with Affiliates 59 Section 7.7 Indemnification 59 Section 7.8 Liability of the General Partner 62 Section 7.9 Other Matters Concerning the General Partner 62 Section 7.10 Title to Partnership Assets 63 Section 7.11 Reliance by Third Parties 63 ARTICLE 8. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 64 Section 8.1 Limitation of Liability 64 Section 8.2 Management of Business 64 Section 8.3 Outside Activities of Limited Partners 64 Section 8.4 Return of Capital 65 Section 8.5 Rights of Limited Partners Relating to the Partnership 65 Section 8.6 Limited Partner Redemption Rights 66 Section 8.7 Conversion of Profits Interest Units. 73 Section 8.8 Voting Rights of Profits Interest Units 76 Section 8.9 Partnership Right to Call Limited Partner Interests 76 ARTICLE 9. BOOKS, RECORDS, ACCOUNTING AND REPORTS 77 Section 9.1 Records and Accounting 77 Section 9.2 Fiscal Year 77 Section 9.3 Reports 78 Section 9.4 Nondisclosure of Certain Information 78 ARTICLE 10. TAX MATTERS 78 Section 10.1 Preparation of Tax Returns 78 Section 10.2 Tax Elections 78 Section 10.3 Tax Matters Partner 79 Section 10.4 Organizational Expenses 80 Section 10.5 Withholding 80 ARTICLE 11. TRANSFERS AND WITHDRAWALS 81 Section 11.1 Transfer 81 Section 11.2 Transfer of General Partner’s Partnership Interest 81 Section 11.3 Limited Partners’ Rights to Transfer 83 Section 11.4 Substituted Limited Partners 84 Section 11.5 Assignees 85 Section 11.6 General Provisions 85 ARTICLE 12. ADMISSION OF PARTNERS 87 Section 12.1 Admission of Successor General Partner 87 Section 12.2 Admission of Additional Limited Partners 88 Section 12.3 Amendment of Agreement and Certificate of Limited Partnership 88
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Related to ALLOCATIONS      44

  • Allocations The profits and losses of the Company shall be allocated to the Members in accordance with their Percentage Interests from time to time.

  • Other Allocations Except as otherwise provided in this Agreement, all items of Partnership income, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Unit Holders in the same proportions as they share Profits or Losses, as the case may be, for the year.

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Distributions and Allocations (i) Subject to Section 8.6(c), the Redeeming Partner shall have no right to receive any distributions that are paid after the Specified Redemption Date with respect to any Partnership Units redeemed pursuant to this Section 8.6. (ii) If any Partnership Interest is redeemed (other than pursuant to Section 8.6(c)) on any day other than the first day of a Fiscal Year, then Profit, Losses, each item thereof and all other items attributable to such Partnership Interest for such Fiscal Year shall be divided and allocated to the Redeeming Partner by taking into account the Redeeming Partner’s ownership of such Partnership Interest during the Fiscal Year in accordance with Section 706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration period, in which event Profits, Losses, each item thereof and all other items attributable to such redeemed Partnership Interest for such Fiscal Year shall be prorated based upon the applicable method selected by the General Partner).