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:
Allocations for Federal Income Tax Purposes. Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller must report information regarding the allocation of the Base Purchase Price, Assumed Liabilities and any other amounts treated as consideration for federal Income Tax purposes (collectively, the “Allocation Amount”) 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 that includes the Closing Date, or other applicable Internal Revenue Service forms. Buyer and Seller agree that the Allocation Amount shall be allocated for Tax purposes among each class of assets provided for in Treasury Regulations Section 1.338-6 as described in Schedule 9.8. Such 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. Buyer and Seller shall each prepare their respective Forms 8594, or other applicable Internal Revenue Service forms, with respect to the Transaction in a manner consistent with such allocation, as adjusted. The Parties shall not take any Income Tax position (whether in audits, on Tax Returns, or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law; 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.
Allocations for Federal Income Tax Purposes. (a) Except as otherwise provided herein, all items of income, gain, loss, deduction and credit shall be allocated among the Members in the same manner that each such item was allocated to the Members' 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.
Allocations for Federal Income Tax Purposes. (a) Except as otherwise provided in this Section 6.2, the taxable income or loss of the Company (and items thereof) for any taxable year of the Company shall be allocated among the Members to the maximum extent possible in the same manner as the corresponding items (if any) are allocated among the Members for purposes of maintaining their capital accounts.
Allocations for Federal Income Tax Purposes. Except as provided in Section 4.7, the Company’s ordinary income and losses (including nonrecourse deductions as defined in Treasury Regulations Section 1.704-2I) and capital gains and losses as determined for federal income tax purposes (and each item of income, gain, loss, deduction or credit entering into the computation thereof) shall be allocated among the Members in the same proportion as the corresponding “book” items are allocated pursuant to Sections 4.1 through 4.4 hereof.
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.
Allocations for Federal Income Tax Purposes. Buyer and Seller acknowledge that, under Section 1060 of the Code, Buyer and Seller shall report the allocation of the Purchase Price and any other amounts treated as consideration for federal Income Tax purposes (collectively, the “Allocation Amount”) among the Assets by attaching Internal Revenue Service Form 8594 to their respective federal Income Tax returns for the taxable period which includes the Closing Date. Buyer and Seller agree that the Allocation Amount shall be allocated among the Assets for Tax purposes in accordance with an allocation schedule substantially consistent with Schedule 9.4 of the Disclosure Letter (the “Tax Allocation Schedule”). The Tax Allocation Schedule shall be revised in a manner consistent with Section 1060 of the Code to take into account any adjustments to the Purchase Price under this Agreement, including any indemnification payments under Article XIV. Buyer and Seller shall each prepare their respective Forms 8594 with respect to the Transaction in a manner consistent with the Tax Allocation Schedule. The Parties shall not take any Income Tax position (whether in audits, on Tax Returns, or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law.
