Allocations for Federal Income Tax Purposes. With respect to the various allocations of Partnership Revenues, gain, loss, deduction and credit for federal income tax purposes, it is hereby agreed as follows:
(i) To the extent permitted by law, all charges, deductions and losses shall be allocated for federal income tax purposes in the same manner as the costs in respect of which such charges, deductions and losses are charged to the General Partner and Unit Holders, respectively. The General Partner and Unit Holders bearing the costs shall be entitled to the deductions (including, without limitation, cost recovery allowances, depreciation and cost depletion) and credits that are attributable to such costs.
(ii) The Partnership shall allocate to the General Partner and each Unit Holder its portion of the adjusted basis in each depletable Partnership Property as required by Section 613A(c)(7)(D) of the Code based upon the interest of the General Partner or such Unit Holder in the capital of the Partnership as of the time of the acquisition of such Partnership Property. To the extent permitted by the Code, such allocation shall be based upon the General Partner's or said Unit Holder's interest (x) in the Partnership capital used to acquire the property, or (y) in the adjusted basis of the property if it is contributed to the Partnership. If such allocation of basis is not permitted under the Code, then basis will be allocated in the permissible manner which the General Partner deems will most closely achieve the result intended above.
(iii) Partnership Revenues shall be allocated for federal income tax purposes in the same manner as they are allocated to the respective accounts of the General Partner and Unit Holders pursuant to Sections 5.2, 5.3 and 5.4 above.
(iv) Depreciation or cost recovery allowance recapture and recapture of intangible drilling and development costs, if any, due as a result of sales or dispositions of assets shall be allocated in the same proportion that the depreciation, cost recovery allowances or intangible drilling and development costs being restored or recaptured were allocated.
Allocations for Federal Income Tax Purposes. The Parties recognize that this transaction is subject to the reporting requirements of Section 1060 of the Code and the Treasury Regulations thereunder, and, therefore, that an IRS Form 8594 (or applicable successor form) will be filed by the Parties. The Parties agree that the Base Purchase Price, Assumed Liabilities and any other amounts treated as consideration for federal Income Tax purposes shall be allocated among the Assets in accordance with an allocation in a manner consistent with Schedule 9.8 to the extent allowable under Tax Law (the “Allocation”), which shall be prepared by Seller and delivered to Buyer within 30 days following the final determination of the Base Purchase Price. The Allocation shall be revised in a manner consistent with Section 1060 of the Code or other applicable provisions of the Code to take into account any adjustments to the Base Purchase Price under this Agreement, including any indemnification payments under Article XIV. If the Parties, acting reasonably and in good faith over the subsequent 30 days, agree on the Allocation or any revisions thereto, the Parties shall report (and cause their respective Affiliates to report) the transactions contemplated by this Agreement consistently with such agreed Allocation to the applicable taxing authorities, including IRS Form 8594 (or applicable successor form) and any other information or Tax Returns or supplement thereto required to be filed under Section 1060 of the Code, and neither Party shall file (or cause their Affiliates to file) any Tax Return or otherwise take any position for Tax purposes that is inconsistent with the Allocation except with the agreement of the other Party. Each Party shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the agreed Allocation, and neither Party shall agree to any proposed adjustment to the allocations contained in the Allocation by any Taxing authority without first giving to the other Party prior written notice; provided, however, that no Party shall be unreasonably impeded in its ability and discretion to negotiate, compromise, and/or settle any Tax audit, claim, or similar proceedings in connection with such allocation.
Allocations for Federal Income Tax Purposes. (a) Subject to Section 4.4(b), for each Fiscal Year or period thereof, all items of taxable income, gain, loss and deduction of the Partnership, determined solely for federal income tax purposes, shall be allocated to the Partners in the same manner as each correlative item of Income and Loss and Net Income and Net Loss is allocated pursuant to the provisions of Sections 4.1, 4.2 and 4.3.
(b) In accordance with Code Section 704(c) and the Treasury regulations thereunder, items of income, gain, loss and deduction with respect to any Partnership asset with a Book Basis that differs from its adjusted tax basis shall, solely for federal income tax purposes, be allocated among the Partners so as to take account of such difference at the time it arose. Unless otherwise approved by the Partners, such allocations shall be made utilizing the "Traditional Method with Curative Allocations" set forth in Treasury regulations Section 1.704-3(c).
(c) Allocations pursuant to this Section 4.4 are solely for federal income tax purposes and shall not affect the determination of the Partners' Capital Accounts.
Allocations for Federal Income Tax Purposes. The manager of the Company shall in good faith allocate any consideration required to be allocated among the Assets for federal income tax purposes in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. Each of the Parties shall, if applicable, report information regarding the allocation of the purchase price to the United States Secretary of Treasury by attaching Department of Treasury, Internal Revenue Service, Form 8594 to their federal income tax returns for the tax period which includes the Closing Date. The Parties shall not take any income tax position (whether in audits, on tax returns, or otherwise) that is inconsistent with such allocation (as finally determined) unless required to do so by applicable law.
Allocations for Federal Income Tax Purposes. (a) The Company's ordinary income and losses, capital gains and losses and other items as determined for Federal income tax purposes (and each item of income, gain, loss or deduction entering into the computation thereof) shall be allocated among the Members in the same proportions as the corresponding "book" items are allocated under Section 5.02. Notwithstanding the foregoing sentence, Federal income tax items relating to any Section 704(c) Property shall be allocated among the Members in accordance with Section 704(c)(1)(A) of the Code and Treasury Regulation Sections 1.704-1(b)(2)(iv)(g) and 1.704-3(b) to take into account the difference between the fair market value and the tax basis of such Section 704(c) Property as of the date of its contribution to the Company or revaluation under Section 5.01(c), as applicable. The "traditional method" for Code Section 704(c) allocations, as described in Treasury Regulation Section 1.704-3(b), shall be used by the Company with respect to all Section 704(c) Property. Items described in this Section 5.03 shall neither be credited nor charged to the Capital Accounts of the Members.
(b) All matters concerning allocations for Federal, state and local and foreign income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Managing Member.
Allocations for Federal Income Tax Purposes. (a) The distributive share of a Member of each specific item of income, gain, deduction, loss, and credit of the Company for U.S. federal income tax purposes for any Fiscal Year shall be determined as follows:
(i) except as otherwise provided herein, in the same manner in which such item has been allocated to such Member’s Capital Account;
(ii) with respect to any property (other than the Energy Supply Agreement and the electric energy delivered to the Company pursuant thereto) that has a fair market value not equal to its adjusted tax basis on the date on which the Company issues any interest in the Company in respect of the contribution of such property, to and among the Members in accordance with a methodology chosen by the Board of Managers, consistent with Section 704(c) of the Code and applicable Treasury Regulations thereunder; and
(iii) with respect to the Energy Supply Agreement, which was contributed to the Company by the Cumulus Member with a zero tax basis (and the electricity delivered to the Company pursuant thereto, as applicable), to and among the Members in accordance with a methodology chosen by the Board of Managers and consented to by the Cumulus Member, consistent with Section 704(c) of the Code and the applicable Treasury Regulations thereunder.
(b) Any item of income, gain, loss, deduction, or allowance allocated in accordance with this Section 3.11 shall be solely for U.S. federal income tax purposes and shall neither result in any adjustment to the Capital Accounts of the Members nor determine their respective allocations of any Net Income or Net Loss.
(c) The provisions of this Section 3.11 are intended to comply with Treasury Regulations sections 1.704-1(b) and 1.704-3 and with the principles of Sections 704(c) and 737 of the Code. The Board of Managers may amend the provisions of this Section 3.11 as may become necessary as a result of any amendment to Subchapter K of the Code or any Treasury Regulations promulgated thereunder; provided that such modification shall not have a material adverse effect on the interests of, or amounts distributable to, any Member; provided, further, that Section 3.11(a)(iii) shall not be amended without the consent of the Cumulus Member.
Allocations for Federal Income Tax Purposes. (a) Except as otherwise provided under the Code or the Treasury Regulations, or by this Section 3.3, for federal income tax purposes, every item of income, gain, loss, and deduction shall be allocated among the Partners in the same manner as each correlative item of income, gain, loss and deduction was allocated among the Partners for book purposes.
(b) For purposes of the allocation of Profits, if any, pursuant to Section 3.1, the portion of such Profits, if any, constituting a recapture of ordinary income shall be allocated among the Partners in the same ratio as the deductions with respect to such recapture were allocated to the Partners or their predecessors in interest.
(c) Section 704(c). In accordance with Section 704(c) of the Code and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and the initial Gross Asset Value of such property. If the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value set forth in this Exhibit, subsequent allocations 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 the Gross Asset Value of such asset in the same manner as such variations are taken into account under Section 704(c) of the Code and the Regulations thereunder with respect to property contributed to the Partnership. Any elections or other decisions relating to such allocation shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of the Agreement and this Exhibit. Allocations pursuant to this Section 3.3 of this Exhibit are solely for purposes of federal, state, and local taxes and shall not affect or be taken into account in computing any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to the Agreement or this Exhibit.
Allocations for Federal Income Tax Purposes. With respect to the various allocations of Partnership income, gain, loss, deduction, and credit for federal income tax purposes, it is hereby agreed as follows:
(i) To the extent permitted by law, all charges, deductions, and losses shall be allocated for federal income tax purposes in the same manner as the costs in respect of which such charges, deductions, and losses are charged to the General Partner and Unit Holders, respectively. The General Partner and Unit Holders bearing the costs shall be entitled to the deductions (including, without limitation, cost recovery allowances, depreciation, and cost depletion) and credits that are attributable to such costs.
(ii) The Partnership shall allocate to the General Partner and each Unit Holder its portion of the adjusted basis in each depletable Partnership Property as required by Section 613A(c)(7)(D) of the Code based upon the interest of the General Partner or such Unit Holder in the capital of the Partnership as of the time of the acquisition of such Partnership Property. To the extent permitted by the Code, such allocation shall be based upon the General Partner's or said Unit Holder's interest (x) in the Partnership capital used to acquire the property, or (y) in the adjusted basis of the property if it is contributed to the
Allocations for Federal Income Tax Purposes. The ------------------------------------------- Partnership's ordinary income and losses, capital gains and losses and other tax items as determined for federal income tax purposes shall be allocated to the Partners in the same manner as the corresponding "book" items are allocated pursuant to Section 5.02. Notwithstanding the foregoing sentence, federal ------------ income tax items relating to Section 704(c) Property shall be allocated among the Partners in accordance with Section 704(c) of the Code or Regulations Section 1.704-1(b)(2)(iv)(f), as applicable, using the remedial method of regulations Section 1.704-3(d) to take into account the difference between the fair market value and the tax basis of such Section 704(c) Property as of the date of its contribution to the Partnership or revaluation pursuant to Section ------- 5.01(b). Credits shall be allocated in accordance with the allocation of the ------- deduction for the Partnership expenditure which gave rise to the credit. Items described in this Section 5.03 shall neither be credited nor charged to the ------------ Capital Accounts of the Partners.
Allocations for Federal Income Tax Purposes. (a) For federal income tax purposes, (i) each item of Partnership income and gain shall be allocated to the Partners in the same proportions as the corresponding item of Capital Account Gross Income was allocated to the Partners pursuant to Section 10.3 and (ii) each item of Partnership loss and deduction shall be allocated to the Partners in the same proportions as the corresponding item of Capital Account Deduction was allocated to the Partners pursuant to Section 10.3.
(b) Notwithstanding any other provision of this Section, if any property is contributed to the Partnership as a Capital Contribution, the General Partner shall make such allocations of Partnership income, gains, losses and deductions and such adjustments to the Capital Accounts of the Partners that shall be necessary or appropriate to comply, to the extent possible, with the provisions of Section 704(c) of the Code with respect to such contributed property.
