Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. A. Net Income shall be allocated (i) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to the last sentence of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests. B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in accordance with their respective Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated to the General Partner. C. 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 Percentage Interests. D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Vinings Investment Properties Trust/Ga), Contribution of Property and Sixth Amendment to Agreement of Limited Partnership (Beacon Properties Corp), Limited Partnership Agreement (Vinings Investment Properties Trust/Ga)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.
A. (a) After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Income shall be allocated to the Partners in the following order of priority:
(i) firstFirst, to the General Partner to the extent Partners that have been allocated Net Losses previously allocated to the General Partner pursuant to the last sentence of Section 6.1.B exceed 6.1(b), in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the Net Loss allocated to such Partner under the last sentence of Section 6.1(b), over (B) all prior allocations of Net Income previously allocated to the General such Partner pursuant to under this clause (i) of Section 6.1.A6.1(a)(i); and and
(ii) thereafterSecond, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. (b) After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in accordance with their respective Percentage Interests; provided that . In no event shall Net Losses shall not be allocated to any a Limited Partner pursuant to this Section 6.1.B to the extent that such allocation would cause result in such Limited Partner to have partner having an Adjusted Capital Account Deficit (per Unit) at the end of such any taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in this Section 6.1.B Adjusted Capital Account Deficit (per Unit) of any other Limited Partner. All such Net Losses shall be allocated to the General Partnerother Partners.
C. For purposes (c) Notwithstanding the provisions of Regulations Section 1.752-3(a)Sections 6.1(a) and (b) above, any net capital gains (computed in accordance with Exhibit B) realized in connection with the Partners agree that Nonrecourse Liabilities actual or hypothetical sale of all or substantially all of the Partnership in excess assets of the sum Partnership, including but not limited to net capital gain realized in connection with an adjustment to the Carrying Value of Partnership assets under Section 704(b) of the Code, shall first be allocated to the LTIP Unitholders until the aggregate Economic Capital Account Balances of such LTIP Unitholders, to the extent attributable to their ownership of LTIP Units, are equal to the product of (i) the amount of Partnership Minimum Gain; and OP Unit Economic Balance, multiplied by (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment number of such gains as Recapture IncomeLTIP Unitholders’ LTIP Units.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (STAG Industrial, Inc.), Agreement of Limited Partnership (STAG Industrial, Inc.)
Allocations for Capital Account Purposes. (a) For purposes of maintaining Capital Accounts, after giving effect to the Capital Accounts allocations set forth in paragraphs (c) – (f) of Section 1 of Exhibit E, all Net Income and in determining Net Losses (including all items entering into the rights determination of Net Income and Net Losses), as finally determined for each taxable year of the Partners among themselvesPartnership, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in so as to cause each Partner’s Adjusted Balance as of the end of the taxable year to, as nearly as possible, equal (or portion thereofproportionately) as provided herein below.
A. Net Income shall be allocated (i) first, the amount of cash that would be distributed to the General Partner under Section 5.2(b) if, as of the end of the taxable year, 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 extent that Net Losses previously allocated to Carrying Value of the General Partner pursuant to assets securing such liability) and the last sentence net assets of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated Partnership were distributed to the Partners in accordance with their respective Percentage InterestsSection 5.2(b), minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Minimum Gain, computed immediately prior to the hypothetical sale of assets.
B. After giving effect (b) In no event shall Net Losses be allocated to a Limited Partner to the special allocations set forth extent such allocation would result in Section 1 such partner having an Adjusted Capital Account Deficit (as determined on a per Unit basis, taking into account the portion of Exhibit C attached hereto, the Limited Partner’s Adjusted Capital Account Deficit attributable to such Unit) at the end of any taxable year. All such Net Losses shall be allocated to the other Partners in accordance with their respective Percentage Interests; provided that Net Losses the other provisions of this Section 5.1(b).
(c) Subject to Section 5.1(d), if and to the extent any payment or reimbursement to the General Partner made pursuant to Section 6.3 or otherwise (other than distributions under Section 5.2) is determined for U.S. federal income tax purposes not to constitute a payment of expenses to the General Partner, the amount so determined shall constitute a guaranteed payment with respect to capital within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners and shall not be allocated treated as a distribution for purposes of computing the Partners’ Capital Accounts.
(d) Notwithstanding any provision in this Agreement to any Limited the contrary, if the Partnership pays or reimburses (directly or indirectly, including by reason of giving the General Partner Capital Account credit in excess of actual Capital Contributions made by the General Partner) fees, expenses or other costs pursuant to Section 4.2, Section 6.3 and/or Section 6.5 or otherwise, and if failure to treat all or part of such payment or reimbursement as a distribution to the General Partner, or the receipt of Capital Account credit in excess of actual capital contributions, would cause the General Partner to recognize income that would cause the General Partner to fail to qualify as a REIT, then such payment or reimbursement (or portion thereof) shall be treated as a distribution to the General Partner for purposes of this Agreement, or the Capital Account credit in excess of actual capital contributions shall be reduced, in each case to the extent necessary to preserve the General Partner’s status as a REIT. The Capital Account of the General Partner shall be reduced by such direct or indirect payment or reimbursement (or a portion thereof) in the same manner as an actual distribution to the General Partner. To the extent treated as distributions, such fees, expenses or other costs shall not be taken into account as Partnership fees, expenses or costs for the purposes of this Agreement. In the event that amounts are recharacterized as distributions or Capital Accounts are reduced pursuant to this Section 6.1.B 5.1(c), allocations under Section 5.1(a) and (b) for the current and subsequent periods shall be adjusted, as reasonably determined by the General Partner, so that to the extent that such allocation would cause such Limited Partner to possible the Partners have an Adjusted the same Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in balances they would have had if this Section 6.1.B shall be allocated 5.1(c) had not applied. This Section 5.1(c) is intended to prevent direct or indirect reimbursements or payments under this Agreement from giving rise to a violation of the General Partner.
C. For purposes of Regulations Section 1.752-3(a), ’s REIT requirements while at 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 Percentage Interests.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, same time preserving to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, possible the parties’ intended economic arrangement and shall be characterized as Recapture Income in the same proportions interpreted and to the same extent as applied consistent with such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Incomeintent.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Sentio Healthcare Properties Inc), Securities Purchase Agreement (Sentio Healthcare Properties Inc)
Allocations for Capital Account Purposes. For purposes A. After giving effect to the special allocations set forth in Section 1 of maintaining Exhibit C attached hereto for the Capital Accounts applicable taxable year or other allocation period, and in determining the rights subject to Section 4 of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) attached hereto, Net Income for each taxable year or other allocation period shall be allocated among to the Partners Partners’ Capital Accounts in each taxable year the following order of priority:
(or portion thereof1) as provided herein below.
A. Net Income shall be allocated (i) firstFirst, to the General Partner to until the extent that cumulative Net Losses previously Income allocated to the General Partner pursuant to under this Section 6.1(A)(1) equals the last sentence of Section 6.1.B exceed cumulative Net Income previously Loss allocated to the General Partner pursuant under Section 6.1(B)(2);
(2) Next, to this clause (i) the holders of Section 6.1.A; Common Units and (ii) thereafter, LTIP Units until the cumulative Net Income shall be allocated to such holders under this Section 6.1(A)(2) equals the Partners cumulative Net Loss allocated to such holders under Section 6.1(B)(1) (pro rata in accordance with the excess of such Net Loss over such Net Income for each such holder); and
(3) Thereafter, to the holders of Common Units and LTIP Units pro rata in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit B attached hereto, Net Losses Loss for each taxable year or other allocation period shall be allocated to the Partners Partners’ Capital Accounts in the following order of priority.
(1) First, to the holders of Common Units and LTIP Units with positive balances in their Economic Capital Account Balances in accordance with such balances until their respective Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B to the extent that such allocation would cause such Limited Partner to have an Adjusted Economic Capital Account Deficit at the end of such taxable year Balances are reduced to zero; and
(or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated 2) Thereafter, to the General Partner.
C. . For purposes of Regulations determining allocations of Net Loss pursuant to Section 1.752-3(a6.1(B)(1), the Partners agree that Nonrecourse Liabilities a holder of the Partnership in excess of the sum of (i) the amount a Profits LTIP Unit shall be treated as having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain; Gain and (ii) the total amount of Nonrecourse Built-in Partner Minimum Gain shall be allocated among maintained, for each tranche of Profits LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units or Capital LTIP Units, if applicable, and the Partners in accordance with their respective Percentage InterestsEconomic Capital Account Balance of each holder of Common Units or Capital LTIP Units shall not include any Economic Capital Account Balance attributable to other series or classes of Partnership Units.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 2 contracts
Samples: Limited Partnership Agreement (NexPoint Real Estate Finance, Inc.), Limited Partnership Agreement (NexPoint Real Estate Finance, Inc.)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereofSection 5.5(b)) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.
A. (a) Net Income shall be allocated (i) firstIncome, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to the last sentence of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto6.1(d), Net Losses Income for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Income for such taxable year shall be allocated as follows:
(i) First, 100% to the Partners General Partner until the aggregate Net Income allocated to the General Partner pursuant to this Section 6.1(a)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to the General Partner pursuant to Section 6.1(b)(iii) for all previous taxable years;
(ii) Second, 100% to the General Partner and the Unitholders, in accordance with their respective Percentage Interests; provided that , until the aggregate Net Losses shall not be Income allocated to any Limited Partner such Partners pursuant to this Section 6.1.B 6.1(a)(ii) for the current taxable year and all previous taxable years is equal to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All aggregate Net Losses in excess of allocated to such Partners pursuant to Section 6.1(b)(ii) for all previous taxable years; and
(iii) Third, the limitations set forth in this Section 6.1.B shall be allocated balance, if any, 100% to the General Partner.
C. For purposes of Regulations Section 1.752-3(a), Partner and 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 Unitholders in accordance with their respective Percentage Interests.
D. Any gain . The Class E Percentage of any Net Income to be allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, Unitholders pursuant to this Section shall be allocated to the extent possibleClass E Units and the remaining portion of such Net Income shall be allocated to the Unitholders (other than the holders of Class E Units) in proportion to their relative Percentage Interests; provided, after taking into account other required allocations that the amount of gain Net Income allocated to each Class E Unit for each taxable year shall not exceed the product of (A) the aggregate cash amount distributed to such Class E Unit pursuant to Exhibit Cthis Article VI for such taxable year, be characterized as Recapture multiplied by (B) the quotient obtained by dividing (I) the Partnership’s Net Income in the same proportions and allocated to the same extent as Unitholders (including the holders of the Class E Units) for such Partners have been allocated any deductions directly or indirectly giving rise taxable year by (II) the aggregate cash amount distributed (excluding HHI Distributions) to the treatment Unitholders (including the holders of Class E Units) pursuant to this Article VI for such gains as Recapture Incometaxable year.
Appears in 1 contract
Samples: Limited Partnership Agreement (Energy Transfer Partners, L.P.)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.
A. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Income shall be allocated (i) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to the last sentence of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in accordance with their respective Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated to the General Partner.
C. 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; Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 1 contract
Samples: Limited Partnership Agreement (Reckson Associates Realty Corp)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereofSection 5.4(b)) shall be allocated among the Partners in each taxable year (or portion thereof) Fiscal Year as provided herein below.
A. Net Income shall be allocated (ia) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to the last sentence of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 6.1(d), Net Income for each Fiscal Year and all items of Exhibit C attached heretoincome, gain, loss, and deduction taken into account in computing Net Income for such Fiscal Year shall be allocated as follows:
(i) First, 100% to the General Partner as necessary to eliminate any deficit balance in the General Partner’s Adjusted Capital Account; and
(ii) Thereafter, 100% to the Unitholders holding Common Units, in accordance with their respective Percentage Interests.
(b) After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each Fiscal Year and all items of income, gain, loss, and deduction taken into account in computing Net Losses for such Fiscal Year shall be allocated as follows:
(i) First, 100% to the Partners Unitholders holding Common Units, in accordance with their respective Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B 6.1(b)(i) to the extent that such allocation would cause such Limited Partner any Unitholder to have an a deficit balance in its Adjusted Capital Account Deficit at the end of such taxable year Fiscal Year (or increase any existing deficit balance in its Adjusted Capital Account DeficitAccount). All Net Losses in excess of ; and
(ii) Thereafter, the limitations set forth in this Section 6.1.B shall be allocated balance, if any, 100% to the General Partner.
C. (c) After giving effect to the special allocations set forth in Section 6.1(d), all items of income, gain, loss, and deduction taken into account in computing Net Termination Gain or Net Termination Loss for such Fiscal Year shall be allocated in the same manner as such Net Termination Gain or Net Termination Loss is allocated hereunder. All allocations under this Section 6.1(c) shall be made after Capital Account balances have been adjusted by all other allocations provided under this Section 6.1; provided, however, that solely for purposes of this Section 6.1(c), Capital Accounts shall not be adjusted for distributions made pursuant to Section 12.4.
(i) If a Net Termination Gain is recognized (or deemed recognized pursuant to Section 5.4(d)), such Net Termination Gain shall be allocated among the Partners in the following manner (and the Capital Accounts of the Partners shall be increased by the amount so allocated in each of the following subclauses, in the order listed, before an allocation is made pursuant to the next succeeding subclause):
(A) First, to each Partner having a deficit balance in its Adjusted Capital Account, in the proportion that such deficit balance bears to the total deficit balances in the Capital Accounts of all Partners, until each such Partner has been allocated Net Termination Gain equal to any such deficit balance in its Adjusted Capital Account;
(B) Second, among the Unitholders holding Common Units in a manner that, to the nearest extent possible, results in equal Capital Account balances maintained with respect to each Common Unit; and
(C) Thereafter, to the Unitholders holding Common Units, in accordance with their respective Percentage Interests.
(ii) If a Net Termination Loss is recognized (or deemed recognized pursuant to Section 5.4(d)), such Net Termination Loss shall be allocated among the Partners in the following manner:
(A) First, among the Unitholders holding Common Units in a manner that, to the nearest extent possible, results in equal Capital Account balances maintained with respect to each Common Unit;
(B) Second, to the Unitholders holding Common Units, in accordance with their respective Percentage Interests, until the Capital Account in respect of each Unit then Outstanding has been reduced to zero; and
(C) Thereafter, the balance, if any, 100% to the General Partner.
(d) Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for such Fiscal Year:
(i) Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such Fiscal Year (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Fiscal Year, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such Fiscal Year shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such Fiscal Year. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(iii) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a Fiscal Year is greater (on a per Unit basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to their Units (on a per Unit basis), then there shall be allocated income and gain to each Unitholder receiving such greater cash or property distribution until the aggregate amount of such items allocated pursuant to this Section 6.1(d)(iii) for the current Fiscal Year and all previous Fiscal Years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Unitholder receiving the greater distribution.
(iv) In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations, or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 6.1(d)(i) or Section 6.1(d)(ii).
(v) In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(v) were not in this Agreement.
(vi) Nonrecourse Deductions for any Fiscal Year shall be allocated to the Partners in accordance with their respective Percentage Interests. If the General Partner determines that the Partnership’s Nonrecourse Deductions should be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the other Partners, to revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.
(vii) For purposes of Treasury Regulation Section 1.752-3(a3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (iA) the amount of Partnership Minimum Gain; Gain and (iiB) the total amount of Nonrecourse Built-in Gain shall be allocated in accordance with and under any method approved by the applicable Treasury Regulations under Section 752 of the Code as chosen by the General Partner.
(viii) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.
(ix) Items of Unrealized Gain and Unrealized Loss arising in connection with any Revaluation Event shall be allocated among the Unitholders holding Common Units in a manner that, to the nearest extent possible, results in equal Capital Account balances maintained with respect to each Common Unit.
(x) Items of income, gain, loss, deduction, or credit resulting from a Covered Audit Adjustment shall be allocated to the Partners in accordance with their respective Percentage Intereststhe applicable provisions of the Code and the Treasury Regulations promulgated thereunder in the good-faith discretion of the Tax Representative.
D. Any gain allocated to (A) Notwithstanding any other provision of this Section 6.1, other than the Partners upon Required Allocations, the sale or other taxable disposition of any Partnership asset shallRequired Allocations shall be taken into account in making the Agreed Allocations so that, to the extent possible, after taking into account other required allocations the net amount of gain items of income, gain, loss, and deduction allocated to each Partner pursuant to Exhibit Cthe Required Allocations and the Agreed Allocations, together, shall be characterized as Recapture Income in the same proportions and equal to the same extent as net amount of such Partners items that would have been allocated any deductions directly or indirectly giving rise to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1. Notwithstanding the preceding sentence, Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the treatment extent that there has been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partner Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section 6.1(d)(xi)(A) shall only be made with respect to Required Allocations to the extent the General Partner determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners. Further, allocations pursuant to this Section 6.1(d)(xi)(A) shall be deferred with respect to allocations pursuant to clauses (1) and (2) hereof to the extent the General Partner determines that such allocations are likely to be offset by subsequent Required Allocations.
(B) The General Partner shall, with respect to each Fiscal Year, (1) apply the provisions of Section 6.1(d)(xi)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations and (2) divide all allocations pursuant to Section 6.1(d)(xi)(A) among the Partners in a manner that is likely to minimize such gains as Recapture Incomeeconomic distortions.
Appears in 1 contract
Allocations for Capital Account Purposes. For purposes A. After giving effect to the special allocations set forth in Section 1 of maintaining Exhibit C attached hereto for the Capital Accounts applicable taxable year or other allocation period, and in determining the rights subject to Section 4 of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) attached hereto, Net Income for each taxable year or other allocation period shall be allocated among to the Partners Partners’ Capital Accounts in each taxable year the following order of priority:
(or portion thereof1) as provided herein below.
A. Net Income shall be allocated (i) firstFirst, to the General Partner to until the extent that cumulative Net Losses previously Income allocated to the General Partner pursuant to under this Section 6.1(A)(1) equals the last sentence of Section 6.1.B exceed cumulative Net Income previously Loss allocated to the General Partner pursuant under Section 6.1(B)(2);
(2) Next, to this clause (i) the holders of Section 6.1.A; Common Units and (ii) thereafter, LTIP Units until the cumulative Net Income shall be allocated to such holders under this Section 6.1(A)(2) equals the Partners cumulative Net Loss allocated to such holders under Section 6.1(B)(1) (pro rata in accordance with the excess of such Net Loss over such Net Income for each such holder); and
(3) Thereafter, to the holders of Common Units and LTIP Units pro rata in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit B attached hereto, Net Losses Loss for each taxable year or other allocation period shall be allocated to the Partners Partners’ Capital Accounts in the following order of priority.
(1) First, to the holders of Common Units and LTIP Units with positive balances in their Economic Capital Account Balances in accordance with such balances until their respective Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B to the extent that such allocation would cause such Limited Partner to have an Adjusted Economic Capital Account Deficit at the end of such taxable year Balances are reduced to zero; and
(or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated 2) Thereafter, to the General Partner.
C. . For purposes of Regulations determining allocations of Net Loss pursuant to Section 1.752-3(a6.1(B)(1), the Partners agree that Nonrecourse Liabilities a holder of the Partnership in excess of the sum of (i) the amount a Profits LTIP Unit shall be treated as having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain; Gain and (ii) the total amount of Nonrecourse Built-in Partner Minimum Gain shall be allocated among maintained, for each tranche of Profits LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units or Capital LTIP Units, if applicable, and the Partners in accordance with their respective Percentage Interests.
D. Any gain allocated Economic Capital Account Balance of each holder of Common Units or Capital LTIP Units shall not include any Economic Capital Account Balance attributable to the Partners upon the sale other series or other taxable disposition classes of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.Units. AmericasActive:14016784.12
Appears in 1 contract
Samples: Limited Partnership Agreement (NexPoint Real Estate Finance, Inc.)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners and Assignees among themselves, the Partnership's items following allocations shall be made:
(a) Each item of income, gain, loss and deduction (computed attributable to operations of the Partnership conducted during any taxable period, determined in accordance with Exhibit B hereofSection 5.8(b) and taken into account in computing Net Income or Net Loss, shall be allocated among the Partners and Assignees, pro rata, in each proportion to the distributions of Cash Flow to the Partners and Assignees with respect to such taxable year period in accordance with Section 6.5 (or portion thereofincluding distributions of Cash Flow made in the first ninety (90) as provided herein below.
A. days of a subsequent taxable period with respect to the last quarter of the taxable period for -which the Net Income is being allocated); provided, however, that if the Net Income or Net Loss to be allocated pursuant to this Section 6.2 for such taxable period exceeds the Cash Flow distributions made with respect to such taxable period, such excess Net Income or such Net Loss, as the case may be, of the Partnership for such taxable period shall be allocated among the Partners and Assignees, pro rata, in accordance with the manner in which the same amount of Cash Flow would have been distributed to the Partners and Assignees with respect to such taxable period in accordance with Section 6.5.
(b) Each item of income, gain, loss and deduction taken into account in computing Extraordinary Income or Extraordinary Loss attributable to Interim Capital Transactions, determined in accordance with Section 5.8(b), shall be allocated in the manner described below. All allocations under this Section 6.2(b) shall be made after Capital Account balances have been adjusted by Net Income and Net Loss allocations under Section 6.2(a).
(i) first, to Extraordinary Income of the General Partner Partnership resulting from an Interim Capital Transaction shall be allocated as follows and in the following order of priority:
(A) FIRST: to the extent that the Extraordinary Income resulting from an Interim Capital Transaction exceeds the Net Losses previously allocated Proceeds of such Interim Capital Transaction, an amount of such Extraordinary Income in excess of Net Proceeds equal to the General Partner pursuant to aggregate negative balances in the last sentence Capital Accounts of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; Partners and (ii) thereafterAssignees, Net Income if any, shall be allocated to the Partners and Assignees having such negative balances, such income being allocated to such Partners and Assignees, pro rata, in proportion to the respective negative balances in their Capital Accounts;
(B) SECOND: an amount of Extraordinary Income resulting from such Interim Capital Transaction equal to the Net Proceeds of such Interim Capital Transaction shall be allocated to the Partners and Assignees, pro rata, in the same proportion that the Net Proceeds of such Interim Capital Transaction are distributable to the Partners and Assignees in accordance with Section 6.6; and
(C) THIRD: any remaining Extraordinary Income from such Interim Capital Transaction shall be allocated among the Partners and Assignees, pro rata, in accordance with the manner in which the same amount of Net Proceeds from such Interim Capital Transaction would have been distributed to the Partners and Assignees, in accordance with Section 6.6, taking into consideration (for purposes of determining the level of distributions under Section 6.6 at which any such Net Proceeds from Interim Capital Transactions would have been distributed) allocations of Extraordinary Income under this Section 6.2(b)(i)(C) for previous taxable periods, as subsequently reduced by distributions of Net Proceeds from Interim Capital Transactions for any taxable period in excess of Extraordinary Income for such taxable period.
(ii) Extraordinary Loss of the Partnership resulting from an Interim Capital Transaction shall be allocated as follows and in the following order of priority:
(A) Until the Unrecovered Capital and the Unrecovered Primary Preference are equal to zero, Extraordinary Losses from an Interim Capital Transaction shall be allocated, first, to the Partners and Assignees, if any, having positive Capital Account balances, so as to cause their respective Capital Accounts (after giving effect to such allocation) to be in the same proportion to each other as are their respective Percentage Interests, then to Partners and Assignees, pro rata, in accordance with their respective Percentage Interests.
B. After giving effect Interests until all such positive balances have been eliminated, and thereafter, to the special allocations set forth in Section 1 of Exhibit C attached heretoall Partners and Assignees, Net Losses shall be allocated to the Partners pro rata in accordance with their respective Percentage Interests; provided that Net or
(B) If the Unrecovered Capital and the Unrecovered Primary Preference both are equal to zero but the Unrecovered. Secondary Preference is not equal to zero, Extraordinary Losses from an Interim Capital Transaction shall not be allocated allocated, first, to the Partners and Assignees, if any, having positive Capital Account balances so as to cause their respective Capital Accounts (after giving effect to such allocation) to be in the same proportion to each other as are their respective First-Tier Residual Interests, then to Partners and Assignees, pro rata, in accordance with their respective First-Tier Residual Interests until all such positive balances have been eliminated, and thereafter, to all Partners and Assignees, pro rata, in accordance with their respective First-Tier Residual Interests; or
(C) If the Unrecovered Capital, the Unrecovered Primary Preference, and the Unrecovered Secondary Preference are each equal to zero, Extraordinary Losses from an Interim Capital Transaction shall be allocated, first, to the Partners and Assignees, if any, having positive Capital Account balances so as to cause their respective Capital Accounts (after giving effect to such allocation) to be in the same proportion to each other as are their respective Second-Tier Residual Interests, then to Partners and Assignees, pro rata, in accordance with their respective Second-Tier Residual Interests until all such positive balances have been eliminated, and thereafter, to all Partners and Assignees, pro rata, in accordance with their respective Second-Tier Residual Interests.
(iii) In the event the proceeds of any Limited Partner pursuant Interim Capital Transaction are to be paid in more than one installment, then Extraordinary Income or Loss, as the case may be, recognized on the payment of each such installment shall be treated as Extraordinary Income or Loss, as the case may be, from a separate Interim Capital Transaction for purposes of this Section 6.1.B to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year 6.2(b).
(c) Extraordinary Income or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess Loss of the limitations set forth in this Section 6.1.B Partnership resulting from a Terminating Capital Transaction (and, if necessary, individual items of income, gain, deduction or loss making up such Extraordinary Income or Extraordinary Loss) shall be allocated to the General Partner.
C. For purposes of Regulations Section 1.752-3(a), Partners and Assignees (after allocating to the Partners agree that Nonrecourse Liabilities and Assignees the appropriate portion of all Net Income or Xxxx and Extraordinary Income or Loss of the Partnership in excess of for 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 then current taxable period in accordance with Sections 6.2(a) and 6.2(b) and after reducing their respective Percentage Interests.
D. Any gain allocated Capital Accounts for all cash distributed (or distributable during or with respect to such taxable period under Sections 6.5 and 6.6) in a manner that, to the maximum extent possible, will adjust their respective Capital Account balances so that the Net Proceeds of a Terminating Capital Transaction and any other remaining assets of the Partnership that are available for distribution will be distributed to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income and Assignees under Section 6.7 in the same proportions manner and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Incomepriority indicated in Section 6.6.
Appears in 1 contract
Samples: Limited Partnership Agreement (U S Restaurant Properties Inc)
Allocations for Capital Account Purposes. (a) For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items except as otherwise provided in this Section 5.1, each item of income, gain, loss and deduction (computed in accordance with Exhibit B hereofSection 4.5(b)) shall be allocated among the Partners as follows:
(i) Operating Income for a fiscal year within the Subordination Period or for a fiscal year in each taxable year (or portion thereof) as provided herein below.
A. Net Income which a Deficiency exists shall be allocated among the Partners in the following amounts and proportions:
(iA) firstFirst, Operating Income in an amount up to the General Partner to the extent that Net Losses previously allocated to the General Partner aggregate amount of cash distributed pursuant to the last sentence of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (iSections 5.3(c)(i) of Section 6.1.A; and (ii) thereafter, Net Income and 5.3(d)(i)(A) to the Partners with respect to the quarterly periods within such fiscal year shall be allocated to among the General Partner and holders of Class A Units and Class B Units in the same proportion that the General Partner and holders of such classes shared in such cash distributions, with the Operating Income allocated among the Limited Partners of a particular class in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in accordance with their respective Class Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year and
(or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated to the General Partner.
C. For purposes of Regulations Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (iB) the amount of Partnership Minimum Gain; and (ii) the total amount of Nonrecourse Built-in Gain Any remaining Operating Income shall be allocated among the Partners in accordance with their respective Percentage Interests.
D. (ii) Operating Loss and all items of income, gain, loss and deduction from a Terminating Capital Transaction recognized during a fiscal year of the Partnership within the Subordination Period (or, if later, within a fiscal year in which a Deficiency exists) shall be allocated among the Partners in accordance with their respective Percentage Interests.
(iii) All items of income, gain, loss and deduction from operations or from a Terminating Capital Transaction with respect to a fiscal year beginning after the Subordination Period (or, if later, after the fiscal year in which the Deficiency, if any, is eliminated) shall be allocated among the Partners in accordance with their respective Percentage Interests.
(b) Notwithstanding any other provision herein, no Partner shall be allocated any loss or deduction which will cause a deficit balance in such Partner's Capital Account (in excess of any dollar amount of such deficit balance that such Partner is obligated to restore within the meaning of Treasury Regulation Section l.704-l(b)(2)(ii)(c) as of the end of the Partnership's taxable year to which such allocation relates) to exceed such Partner's share of the Partnership's Minimum Gain. Any items of loss and deduction not allocable to a Partner by reason of this provision shall be allocated in accordance with the Partners' respective interests determined pursuant to Treasury Regulation Section 1.704-l(b)(3). In the event such allocations of loss or deductions are made to the General Partner under this Section 5.1(b), then the General Partner shall receive a priority allocation of the Partnership's income or gain in the current or succeeding year in an amount equal to the total of such deductions or loss. For purposes of this Section 5.1(b), the Capital Account of each Partner shall be deemed to be reduced (i) for any distributions that, as of the end of such year, reasonably are expected to be made to such Partner to the extent they exceed offsetting increases to such Partner's Capital Account that reasonably are expected to occur during (or prior to) the Partnership taxable years in which such distributions reasonably are expected to be made and (ii) for the adjustments and allocations of loss and deduction described in Treasury Regulation Section 1.704-l(b)(2)(ii)(d). A Partner who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation l.704-1(b)(2)(ii)(d), which causes or increases a deficit balance in such Partner's Capital Account (in excess of any dollar amount of such deficit balance that such Partner is obligated to restore within the meaning of Treasury Regulation Section l.704-l(b)(2)(ii)(c) as of the end of the Partnership's taxable year to which such allocation relates) to exceed such Partner's share of the Partnership's Minimum Gain, shall be allocated items of income and gain in any amount and manner sufficient to eliminate such excess deficit balance as rapidly as possible. Furthermore, if there is a net decrease in the Partnership's Minimum Gain during a Partnership taxable year, each Partner with a deficit Capital Account balance at the end of such year (excluding from such Partner's deficit Capital Account balance any amount that such Partner is obligated to restore within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(c)), in excess of such Partner's share of the Partnership's Minimum Gain at the end of such year, shall be allocated, before any other allocation is made of Partnership items for such year, items of income and gain for such year (and, if necessary, subsequent years) in an amount and in the proportions needed to eliminate such deficits as quickly as possible.
(c) If, and to the extent that, any Partner is deemed to recognize income as a result of any transaction between such Partner and the Partnership pursuant to Sections 1272-1274, Section 7872, Section 483 or Section 482 of the Code, or any similar provision now or hereafter in effect, any corresponding resulting loss or deduction of the Partnership shall be allocated to the Partner who was charged with such income.
(d) To preserve uniformity of Units, the General Partner shall have sole discretion in conjunction with Section 5.2(h)(ii) to make special allocations of income or deduction. The General Partner may make such allocations only if such allocations would not have a material adverse effect on the Limited Partners upon and if they are consistent with, and supportable under, the sale principles of Section 704 of the Code.
(e) An allocation to a Partner of Operating Income or other taxable disposition Operating Loss shall be treated as an allocation to such Partner of any Partnership asset shallthe same share of each item of income, to the extent possiblegain, after taking loss and deduction that is taken into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture in computing such Operating Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture IncomeOperating Loss.
Appears in 1 contract
Samples: Limited Partnership Agreement (FFP Real Estate Trust)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.
A. Net Income shall be allocated (i) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to the last sentence of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; , and (ii) thereafter, Net Income shall be allocated to the Partners each class of Partnership Units, pro rata, in accordance with their the terms of such class (and, within such class pro rata, in accordance with the Partners’ respective Percentage Interests).
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners each class of Partnership Units, pro rata, in accordance with their the terms of such class (and, within such class, pro rata, in accordance with the Partners’ respective Percentage Interests; ), provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated to the General Partner.
C. 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; Gain and (ii) the total amount of Nonrecourse Built-in in-Gain shall be allocated among the Partners in accordance with their respective Percentage Interestsunder any method approved under Regulations Section 1.752-3(a)(3) as chosen by the General Partner.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, shall to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
E. In the event that the Partnership issues additional Partnership Interests to the General Partner or any Additional Limited Partner under Section 4.2 hereof, the General Partner shall make such revisions to Sections 6.1.A and B above as it determines are necessary to reflect the terms of the issuance of such additional Partnership Interests, including making preferential allocations to certain classes of Partnership Interests, subject to the terms of any Partnership Unit Designation with respect to Partnership Interests then outstanding.
Appears in 1 contract
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereofSection 5.07(b)) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.
A. Net Income shall be allocated (ia) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to the last sentence of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 6.01(c), Net Income for each taxable year and all items of Exhibit C attached heretoincome, gain, loss and deduction taken into account in computing Net Income for such taxable year shall be allocated among the Partners as follows:
(i) First, 100% to the General Partner until the aggregate Net Income allocated to the General Partner pursuant to this Section 6.01(a)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to the General Partner pursuant to Section 6.01(b)(ii) for all previous taxable years;
(ii) Second, to the Partners, in proportion to their respective Sharing Ratios.
(b) After giving effect to the special allocations set forth in Section 6.01(c), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into 18 account in computing Net Losses for such taxable period shall be allocated among the Partners as follows:
(i) First, to the Partners in accordance with proportion to their respective Percentage InterestsSharing Ratio; provided PROVIDED, HOWEVER, that Net Losses shall not be allocated to any a Limited Partner pursuant to this Section 6.1.B 6.01(b)(i) to the extent that such allocation would cause such a Limited Partner to have an a deficit balance in its Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing deficit balance in such Limited Partner's Adjusted Capital Account DeficitAccount). All Net Losses in excess of ;
(ii) Second, the limitations set forth in this Section 6.1.B shall be allocated balance, if any, 100% to the General Partner.
C. 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 Percentage Interests.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 1 contract
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereofa) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.
A. Net Income shall be allocated (i) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to the last sentence of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C B attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Losses Income for each taxable year or other allocation period shall be allocated to the Partners Partners’ Capital Accounts in accordance with their respective Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B the following order of priority:
(1) First, to the extent that such allocation would cause such Limited General Partner to have an Adjusted Capital Account Deficit at until the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All cumulative Net Losses in excess of the limitations set forth in this Section 6.1.B shall be Income allocated to the General Partner.Partner under this Section 6.1(a)(1) equals the cumulative Net Loss allocated to the General Partner under Section 6.1(b)(2);
C. For purposes (2) Next, to the holders of Regulations Common Units and LTIP Units until the cumulative Net Income allocated to such holders under this Section 1.752-3(a), 6.1(a)(2) equals the Partners agree that Nonrecourse Liabilities of cumulative Net Loss allocated to such holders under Section 6.1(b)(1) (pro rata in accordance with the Partnership in excess of such Net Loss over such Net Income for each such holder); and
(3) Thereafter, to the sum holders of (i) the amount of Partnership Minimum Gain; Common Units and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners LTIP Units pro rata in accordance with their respective Percentage Interests.
D. Any gain (b) After giving effect to the special allocations set forth in Section 1 of Exhibit B attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Loss for each taxable year or other allocation period shall be allocated to the Partners upon Partners’ Capital Accounts in the sale or other taxable disposition following order of any Partnership asset shallpriority.
(1) First, to the extent possibleholders of Common Units and LTIP Units with positive balances in their Economic Capital Account Balances in accordance with such balances until their Economic Capital Account Balances are reduced to zero; and
(2) Thereafter, after taking into account other required to the General Partner. For purposes of determining allocations of gain Net Loss pursuant to Exhibit CSection 6.1(b)(1), a holder of a Profits LTIP Unit shall be characterized treated as Recapture Income in having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain and Partner Minimum Gain shall be maintained, for each tranche of Profits LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units or Capital LTIP Units, if applicable, and the same proportions and Economic Capital Account Balance of each holder of Common Units or Capital LTIP Units shall not include any Economic Capital Account Balance attributable to the same extent as such Partners have been allocated any deductions directly other series or indirectly giving rise to the treatment classes of such gains as Recapture IncomePartnership Units.
Appears in 1 contract
Samples: Limited Partnership Agreement (Vinebrook Homes Trust, Inc.)
Allocations for Capital Account Purposes. For purposes A. After giving effect to the special allocations set forth in Section 1 of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Income for each taxable year or other allocation period shall be allocated among to the Partners Partners’ Capital Accounts in each taxable year the following order of priority:
(or portion thereof1) as provided herein below.
A. Net Income shall be allocated (i) firstFirst, to the General Partner to until the extent that cumulative Net Losses previously Income allocated to the General Partner pursuant to under this Section 6.1(A)(1) equals the last sentence of Section 6.1.B exceed cumulative Net Income previously Loss allocated to the General Partner pursuant under Section 6.1(B)(2);
(2) Second, to this clause (i) the holders of Section 6.1.A; Common Units and (ii) thereafter, LTIP Units until the cumulative Net Income shall be allocated to such holders under this Section 6.1(A)(2) equals the Partners cumulative Net Loss allocated to such holders under Section 6.1(B)(1) (pro rata in accordance with the excess of such Net Loss over such Net Income for each such holder); and
(3) Thereafter, to the holders of Common Units and LTIP Units pro rata in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C B attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Losses Loss for each taxable year or other allocation period shall be allocated to the Partners Partners’ Capital Accounts in the following order of priority.
(1) First, to the holders of Common Units and LTIP Units with positive balances in their Economic Capital Account Balances in accordance with their respective Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B to the extent that such allocation would cause balances until such Limited Partner to have an Adjusted Economic Capital Account Deficit at the end of such taxable year Balances are reduced to zero; and
(or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated 2) Thereafter, to the General Partner.
C. . For purposes of Regulations determining allocations of Net Loss pursuant to Section 1.752-3(a6.1(B)(1), the Partners agree that Nonrecourse Liabilities a holder of the Partnership in excess of the sum of (i) the amount a Profits LTIP Unit shall be treated as having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain; Gain and (ii) the total amount of Nonrecourse Built-in Partner Minimum Gain shall be allocated among maintained, for each tranche of Profits LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units or Capital LTIP Units, if applicable, and the Partners in accordance with their respective Percentage InterestsEconomic Capital Account Balance of each holder of Common Units or Capital LTIP Units shall not include any Economic Capital Account Balance attributable to other series or classes of Partnership Units.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 1 contract
Samples: Limited Partnership Agreement (Nexpoint Diversified Real Estate Trust)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.
A. Net Income shall be allocated (i) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to the last sentence of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; , (ii) second, to the Gables Trust and the General Partner (in proportion to the number of Series A Preferred Units owned by each) until the aggregate amount of Net Income allocated pursuant to this clause (ii) for all fiscal periods equals the aggregate amount distributed to the Gables Trust and the General Partner pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (iiiii) thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in accordance with their respective Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated to the General Partner.
C. 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; Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.
. D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, shall to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 1 contract
Samples: Limited Partnership Agreement (Gables Realty Limited Partnership)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereofEXHIBIT B) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.
A. After giving effect to the special allocations set forth in Section 1 of EXHIBIT C attached hereto, Net Income shall be allocated (i) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to the last sentence of Section 6.1.B 4.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; 4.1.A, and (ii) thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests. However, if and to the extent the General Partner admits additional Limited Partners entitled to a Preferred Return, then Net Income shall be allocated second, to such Limited Partners up to their Preferred Return in accordance with their relative rights and preferences, and any further income shall be allocated solely to the Partners other than Limited Partners entitled to a Preferred Return in accordance with their relative Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit EXHIBIT C attached hereto, Net Losses shall be allocated to the Partners in accordance with their respective Percentage Interests; provided that PROVIDED THAT Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B 4.1.B to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in this Section 6.1.B 4.1.B shall be allocated to the General Partner.
C. 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; Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage InterestsInterests or as permitted in Revenue Ruling 95-41.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, shall to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit EXHIBIT C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 1 contract
Samples: Limited Partnership Agreement (Merry Land & Investment Co Inc)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereofa) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.
A. Net Income shall be allocated (i) first, to the General Partner to the extent that Net Losses previously allocated to the General Partner pursuant to the last sentence of Section 6.1.B exceed Net Income previously allocated to the General Partner pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit B attached hereto, Net Losses Income for each taxable year or other allocation period shall be allocated to the Partners Partners’ Capital Accounts in accordance with their respective Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1.B the following order of priority:
(1) First, to the extent that such allocation would cause such Limited General Partner to have an Adjusted Capital Account Deficit at until the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All cumulative Net Losses in excess of the limitations set forth in this Section 6.1.B shall be Income allocated to the General Partner.Partner under this Section 6.1(a)(1) equals the cumulative Net Loss allocated to the General Partner under Section 6.1(b)(2);
C. For purposes (2) Next, to the holders of Regulations Common Units and LTIP Units until the cumulative Net Income allocated to such holders under this Section 1.752-3(a), 6.1(a)(2) equals the Partners agree that Nonrecourse Liabilities of cumulative Net Loss allocated to such holders under Section 6.1(b)(1) (pro rata in accordance with the Partnership in excess of such Net Loss over such Net Income for each such holder); and
(3) Thereafter, to the sum holders of (i) the amount of Partnership Minimum Gain; Common Units and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners LTIP Units pro rata in accordance with their respective Percentage Interests.
D. Any gain (b) After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit B attached hereto, Net Loss for each taxable year or other allocation period shall be allocated to the Partners upon Partners’ Capital Accounts in the sale or other taxable disposition following order of any Partnership asset shallpriority.
(1) First, to the extent possibleholders of Common Units and LTIP Units with positive balances in their Economic Capital Account Balances in accordance with such balances until their Economic Capital Account Balances are reduced to zero; and
(2) Thereafter, after taking into account other required to the General Partner. For purposes of determining allocations of gain Net Loss pursuant to Exhibit CSection 6.1(b)(1), a holder of a Profits LTIP Unit shall be characterized treated as Recapture Income in having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain and Partner Minimum Gain shall be maintained, for each tranche of Profits LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units or Capital LTIP Units, if applicable, and the same proportions and Economic Capital Account Balance of each holder of Common Units or Capital LTIP Units shall not include any Economic Capital Account Balance attributable to the same extent as such Partners have been allocated any deductions directly other series or indirectly giving rise to the treatment classes of such gains as Recapture IncomePartnership Units.
Appears in 1 contract
Samples: Limited Partnership Agreement (Vinebrook Homes Trust, Inc.)
