Common use of Allocations for Income Tax Purposes Clause in Contracts

Allocations for Income Tax Purposes. (a) Except as otherwise required by Code Section 704(c), items of income, gain, deduction, loss, or credit that are recognized for income tax purposes in each Fiscal Year shall be allocated among the Participants, in such manner as to reflect equitably amounts credited to or debited against each Participant’s Capital Account, whether in such Fiscal Year or in prior Fiscal Years. To this end, Third Point shall establish and maintain records that show the extent to which the Capital Account of each Participant, as of the last day of each Fiscal Year, consists of amounts that have not been reflected in the taxable income of such Participant. To the extent deemed by Third Point, in its reasonable discretion, to be feasible and equitable, taxable income and gains in each Fiscal Year shall be allocated among the Participants who have enjoyed the related credits to their Capital Accounts, and items of deduction, loss and credit in each Fiscal Year shall be allocated among the Participants who have borne the burden of the related debits to their Capital Accounts. In the case of any Participant withdrawing all or a portion of its interest in the Joint Venture pursuant to Section 6.2, Third Point may specially allocate such items to such Participant so that the aggregate amount of the excess, if any, of: (i) the Net Profit over the Net Loss then or theretofore allocated to such Participant equals the aggregate amount of items of income and gain over loss and deduction then or theretofore allocated to such Participant, or (ii) the Net Loss over the Net Profit then or theretofore allocated to such Participant equals the aggregate amount of items of loss and deduction over income and gain then or theretofore allocated to such Participant, in each case, with respect to such withdrawn Interest. (b) To the extent an adjustment to the adjusted tax basis of any Asset or any Capital Account pursuant to Code Section 734(b) is required under Regulations Sections 1.704-1(b)(2)(iv)(m)(4) and (5) 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 gain or loss shall be specially allocated to the Participants in the same manner that the gain or loss displaced by such basis adjustment would have been allocated had the assets in question been sold.

Allocations for Income Tax Purposes. (a) Except as otherwise required by Code Section section 704(c)) of the Code, items of income, gain, deduction, loss, or credit that are recognized for income tax purposes in each Fiscal Year shall be allocated among the Participants, Partners in such manner as to reflect equitably amounts credited to or debited against each ParticipantPartner’s Capital Account, whether in such Fiscal Year or in prior Fiscal Years. To this end, Third Point the Partnership shall establish and maintain records that shall show the extent to which the Capital Account of each ParticipantPartner, as of the last day of each Fiscal Year, consists of includes amounts that have not been reflected in the taxable income of such ParticipantPartner. To the extent deemed feasible and equitable (as determined by Third Point, the General Partner in its reasonable sole discretion, to be feasible and equitable), taxable income and gains in each Fiscal Year shall be allocated among the Participants Partners who have enjoyed the related credits to their Capital Accounts, and items of deduction, loss and credit in each Fiscal Year shall be allocated among the Participants Partners who have borne the burden of the related debits to their Capital Accounts. In the case of any Participant withdrawing all or a portion of its interest in the Joint Venture pursuant to Section 6.2, Third Point may specially allocate such items to such Participant so that the aggregate amount of the excess, if any, of: (i) the Net Profit over the Net Loss then or theretofore allocated to such Participant equals the aggregate amount of items of income and gain over loss and deduction then or theretofore allocated to such Participant, or (ii) the Net Loss over the Net Profit then or theretofore allocated to such Participant equals the aggregate amount of items of loss and deduction over income and gain then or theretofore allocated to such Participant, in each case, with respect to such withdrawn Interest. (b) To the extent an adjustment to the adjusted tax basis of any Asset or any Capital Account Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required under Regulations Sections Treasury Regulation § 1.704-1(b)(2)(iv)(m)(4) and (51(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 gain or loss shall be specially allocated to the Participants Partners in a manner consistent with the same manner that in which their Capital Accounts are required to be adjusted pursuant to such provision of the gain Treasury Regulations. (c) If the Partnership realizes net gains from the sale of Partnership assets for federal income tax purposes for any Fiscal Year in which one or loss displaced by more Positive Basis Partners withdraws from the Partnership pursuant to Section 6.3, the General Partner in its sole discretion may elect: (i) to allocate such basis adjustment would net gains among such Positive Basis Partners pro rata in proportion to the respective Positive Basis of each such Positive Basis Partner, until either the full amount of such net gains shall have been so allocated had or the assets Positive Basis of each such Positive Basis Partner shall have been eliminated; and (ii) to allocate any remaining net gains to the other Partners in question been soldaccordance with subsection (a); provided, however, that if, following such Fiscal Year, the Partnership realizes net gains from a sale of a property investment the proceeds of which are designated on the Partnership’s books and records as being used to effect payment of all or part of the liquidating share of any Positive Basis Partner, such net gains shall be allocated to such Positive Basis Partner to the extent of the amount, if any, by which his or its Positive Basis as of the Withdrawal Date of its withdrawal exceeds the amount allocated to such Partner pursuant to clause (i) of this sentence.

Allocations for Income Tax Purposes. (a) Except as otherwise required by Code Section 704(c), items of income, gain, deduction, loss, or credit that are recognized for income tax purposes in each Fiscal Year shall be allocated among the Participants, in such manner as to reflect equitably amounts credited to or debited against each Participant’s Capital Account, whether in such Fiscal Year or in prior Fiscal Years. To this end, Third Point shall establish and maintain records that show the extent to which the Capital Account of each Participant, as of the last day of each Fiscal Year, consists of amounts that have not been reflected in the taxable income of such Participant. To the extent deemed by Third Point, in its reasonable discretion, to be feasible and equitable, taxable income and gains in each Fiscal Year shall be allocated among the Participants who have enjoyed the related credits to their Capital Accounts, and items of deduction, loss and credit in each Fiscal Year shall be allocated among the Participants who have borne the burden of the related debits to their Capital Accounts. In the case of any Participant withdrawing all or a portion of its interest in the Joint Venture Interest pursuant to Section 6.2, Third Point may specially allocate such items to such Participant so that the aggregate amount of the excess, if any, of: (i) the Net Profit over the Net Loss then or theretofore allocated to such Participant equals the aggregate amount of items of income and gain over loss and deduction then or theretofore allocated to such Participant, or (ii) the Net Loss over the Net Profit then or theretofore allocated to such Participant equals the aggregate amount of items of loss and deduction over income and gain then or theretofore allocated to such Participant, in each case, with respect to such withdrawn Interest. (b) To the extent an adjustment to the adjusted tax basis of any Asset or any Capital Account pursuant to Code Section 734(b) is required under Regulations Sections 1.704-1(b)(2)(iv)(m)(41.704‑1(b)(2)(iv)(m)(4) and (5) 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 gain or loss shall be specially allocated to the Participants in the same manner that the gain or loss displaced by such basis adjustment would have been allocated had the assets in question been sold.

Allocations for Income Tax Purposes. (a) Except as provided in Section 6.08(b) or otherwise as required by under Section 704(b) of the Code Section 704(c)and the related Treasury Regulations, items each item of income, gain, deduction, loss, loss or credit that are recognized deduction of the Company for federal income tax purposes in each Fiscal Year shall be allocated among the Participants, in such manner as to reflect equitably amounts credited to or debited against each Participant’s Capital Account, whether in such Fiscal Year or in prior Fiscal Years. To this end, Third Point shall establish and maintain records that show the extent to which the Capital Account of each Participant, as of the last day of each Fiscal Year, consists of amounts that have not been reflected in the taxable income of such Participant. To the extent deemed by Third Point, in its reasonable discretion, to be feasible and equitable, taxable income and gains in each Fiscal Year shall be allocated among the Participants who have enjoyed the related credits to their Capital Accounts, and items of deduction, loss and credit in each Fiscal Year shall be allocated among the Participants who have borne the burden of the related debits to their Capital Accounts. In the case of any Participant withdrawing all or a portion of its interest in the Joint Venture pursuant to Section 6.2, Third Point may specially allocate such items to such Participant so that the aggregate amount of the excess, if any, of: (i) the Net Profit over the Net Loss then or theretofore allocated to such Participant equals the aggregate amount of items of income and gain over loss and deduction then or theretofore allocated to such Participant, or (ii) the Net Loss over the Net Profit then or theretofore allocated to such Participant equals the aggregate amount of items of loss and deduction over income and gain then or theretofore allocated to such Participant, in each case, with respect to such withdrawn Interest. (b) To the extent an adjustment to the adjusted tax basis of any Asset or any Capital Account pursuant to Code Section 734(b) is required under Regulations Sections 1.704-1(b)(2)(iv)(m)(4) and (5) 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 gain or loss shall be specially allocated to the Participants Members in the same manner that the gain corresponding item of Net Profit, Net Loss or other item of income, gain, loss displaced or deduction that affect the Capital Accounts of the Members was allocated pursuant to Sections 6.01 and 6.02. (b) In accordance with Section 704(c) of the Code and the applicable Treasury Regulations thereunder, income, gain, loss, deduction and tax depreciation with respect to any property contributed to the capital of the Company, or with respect to any property which has a Book Basis different than its adjusted tax basis, shall, solely for federal income tax purposes, be allocated among the Members so as to take into account any variation between the adjusted tax basis of such property to the Company and the Book Basis of such property. Any elections, accounting conventions or other decisions relating to such allocations shall be made by GAP in a manner that complies with Code Sections 704(b) and 704(c) and the Treasury Regulations thereunder. For such basis adjustment would have been allocated had allocations, GAP may select any method permitted in the Treasury Regulations under Code Section 704(c) with respect to such allocations, including the “traditional method”, the “traditional method with curative allocations” and the “remedial allocation method”. All amounts required to be withheld pursuant to Section 1446 of the Code or any other provision of federal, state, or local tax law shall be treated as amounts actually distributed to the Members for all purposes under this Agreement. If the Managing Member determines that the Company has insufficient liquid assets to satisfy such withholding obligation, the Member as to which withholding applies shall contribute cash to the Company in question been soldan amount sufficient to satisfy such withholding obligation (which amounts shall not be treated as Capital Contributions and the related payment of tax shall not be treated as a distribution).

Allocations for Income Tax Purposes. ‌ (a) Except as otherwise required by Code provided in this Section 704(c)5.4, all items of Company income, gain, loss, deduction and credit for federal and applicable state and local income tax purposes shall be allocated by the Board among the Members in the same manner as they share correlative items of book income, gain, loss or deduction, lossas the case may be, for the Company taxable year. Allocations pursuant to this Section 5.4 are solely for purposes of federal, state and local taxes and shall not affect, or credit that are recognized in any way be taken into account in computing, any Member’s Capital Account or share of Net Profits, Net Losses or other items or Distributions pursuant to any provision of this Agreement. (b) Solely for income tax purposes, income, gain, loss and deduction shall be allocated by the Board among the Members as required under Section 704(c) of the Code and Treasury Regulations promulgated thereunder so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes (including such adjusted basis for alternative minimum tax purposes) and its Gross Asset Value. The Company will elect the traditional allocation method under Treasury Regulation Section 1.704-3(b) unless the Tax Matters Member determines otherwise in each Fiscal Year its sole discretion. Any elections or other decisions relating to allocations under this Section 5.4, including the selection of any allocation method permitted under Treas. Reg. § 1.704-3, shall be made by the Tax Matters Member. (c) Allocations of credits or tax credit recapture shall be allocated to the Members in accordance with their Economic Common Interest Percentages as determined by the Board taking into account the requirements of the Code and the Treasury Regulations promulgated thereunder. (d) If any portion of gain recognized on the disposition of property represents “recapture” of previously allocated deductions by virtue of the application of Sections 1245 or 1250 of the Code or any similar provision, such gain shall, to the extent permitted under the Code and the Treasury Regulations, be allocated in accordance with how the previously allocated deductions were allocated. (e) The liabilities of the Company shall be allocated to the Members in accordance with Code Section 752 and Treasury Regulations promulgated thereunder; provided, however, to the extent permitted, Nonrecourse Liabilities that constitute “excess nonrecourse liabilities” (within the meaning of Treas. Reg. § 1.752-3(a)(3)) shall be allocated among the ParticipantsMembers, pro rata, in such manner as to reflect equitably amounts credited to or debited against each Participant’s Capital Account, whether in such Fiscal Year or in prior Fiscal Years. To this end, Third Point shall establish and maintain records that show the extent to which the Capital Account of each Participant, as of the last day of each Fiscal Year, consists of amounts that have not been reflected accordance with their Economic Common Interest Percentages in the taxable income of such Participant. To the extent deemed by Third Point, in its reasonable discretion, to be feasible and equitable, taxable income and gains in each Fiscal Year shall be allocated among the Participants who have enjoyed the related credits to their Capital Accounts, and items of deduction, loss and credit in each Fiscal Year shall be allocated among the Participants who have borne the burden of the related debits to their Capital Accounts. In the case of any Participant withdrawing all or a portion of its interest in the Joint Venture pursuant to Section 6.2, Third Point may specially allocate such items to such Participant so that the aggregate amount of the excess, if any, of: (i) the Net Profit over the Net Loss then or theretofore allocated to such Participant equals the aggregate amount of items of income and gain over loss and deduction then or theretofore allocated to such Participant, or (ii) the Net Loss over the Net Profit then or theretofore allocated to such Participant equals the aggregate amount of items of loss and deduction over income and gain then or theretofore allocated to such Participant, in each case, with respect to such withdrawn InterestCompany. (b) To the extent an adjustment to the adjusted tax basis of any Asset or any Capital Account pursuant to Code Section 734(b) is required under Regulations Sections 1.704-1(b)(2)(iv)(m)(4) and (5) 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 gain or loss shall be specially allocated to the Participants in the same manner that the gain or loss displaced by such basis adjustment would have been allocated had the assets in question been sold.