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 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deduction over income and gain then or theretofore allocated to such Participant, in each case, with respect to such withdrawn Interest.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 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 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)(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 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).