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 Partners in such manner as to reflect equitably amounts credited to or debited against each Partner’s Capital Account, whether in such Fiscal Year or in prior Fiscal Years (except to the extent such amounts so credited or debited to each Partner’s Capital Account have previously been the recipient of a corresponding allocation pursuant to this section). To this end, the Partnership shall establish and maintain records that show the extent to which the Capital Account of each Partner, as of the last day of each Fiscal Year, consists of amounts that have not been reflected in the taxable income of such Partner. To the extent deemed by the General Partner, in its reasonable discretion, to be feasible and equitable, taxable income and gains in each Fiscal Year shall be allocated among the 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 Partners who have borne the burden of the related debits to their Capital Accounts. The Partners shall agree to allocate any nonrecourse deductions and partner nonrecourse deductions in accordance with the rules set forth at Regulation Section 1.704-2. The Partners shall also agree to allocate any Section 704(c) items or “reverse” Section 704(c) items in accordance with Regulation Section 1.704-3. (b) To the extent an adjustment to the adjusted tax basis of any Asset pursuant to Code Section 734(b) or Code Section 743(b) is required under Regulations 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 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 Regulations, and in the event that an adjustment to the book value of Partnership property is made as a result of an adjustment pursuant to Section 734(b) of the Code, items of income, gain, loss, or deduction, as computed for book and tax purposes, shall be specially allocated among the Partners so that the effect of any such adjustment shall benefit (or be borne by) the Partner(s) receiving the distribution which caused such adjustment. (c) If the Partnership realizes net gains or items of gross income (including short term capital gain) from the sale of Partnership Assets for federal income tax purposes for any Fiscal Year in which one or more Positive Basis Partners withdraw, in whole or in part, from the Partnership pursuant to Section 5.2, the General Partner in its sole discretion may elect (i) to allocate such net gains or items of gross income among such Positive Basis Partners, on a pro rata basis in proportion to the respective Positive Basis of each such Positive Basis Partner, until either the full amount of such net gains or items of gross income shall have been so allocated or the Positive Basis of each such Positive Basis Partner shall have been eliminated and/or (ii) to allocate any net gains or items of gross income not so allocated to Positive Basis Partners to the other Partners in such manner that reflects equitably the amounts credited to such Partners’ Capital Accounts pursuant to Section 3.3. (d) If the Partnership realizes net losses or items of gross loss or deduction (including short term capital loss) from the sale of Partnership assets for federal income tax purposes for any Fiscal Year in which one or more Negative Basis Partners withdraw, in whole or in part, from the Partnership pursuant to Section 5.2, the General Partner in its sole discretion may elect: (i) to allocate such net losses or items of gross loss or deduction among such Negative Basis Partners, on a pro rata basis in proportion to the respective Negative Basis of each such Negative Basis Partner, until either the full amount of such losses or items of loss or deduction shall have been so allocated or the Negative Basis of each such Negative Basis Partner has been eliminated; and/or (ii) to allocate any net losses or items of gross loss or deduction not so allocated to the Negative Basis Partners to the other Partners in such manner that reflects equitably the amounts credited to such Partners’ Capital Accounts pursuant to Section 3.3.

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 Partners in such manner as to reflect equitably amounts credited to or debited against each Partner’s Capital Account, whether in such Fiscal Year or in prior Fiscal Years (except to the extent such amounts so credited or debited to each Partner’s Capital Account have previously been the recipient of a corresponding allocation pursuant to this section)Years. To this end, the Partnership shall establish and maintain records that shall show the extent to which the Capital Account of each Partner, as of the last day of each Fiscal Year, consists of includes amounts that have not been reflected in the taxable income of such Partner. To the extent deemed feasible and equitable (as determined by the General Partner, Partner in its reasonable sole discretion, to be feasible and equitable), taxable income and gains in each Fiscal Year shall be allocated among the 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 Partners who have borne the burden of the related debits to their Capital Accounts. The Partners shall agree to allocate any nonrecourse deductions and partner nonrecourse deductions in accordance with the rules set forth at Regulation Section 1.704-2. The Partners shall also agree to allocate any Section 704(c) items or “reverse” Section 704(c) items in accordance with Regulation Section 1.704-3. (b) To the extent an adjustment to the adjusted tax basis of any Asset Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required under Regulations Section Treasury Regulation § 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 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 provision of the Treasury Regulations, and in the event that an adjustment to the book value of Partnership property is made as a result of an adjustment pursuant to Section 734(b) of the Code, items of income, gain, loss, or deduction, as computed for book and tax purposes, shall be specially allocated among the Partners so that the effect of any such adjustment shall benefit (or be borne by) the Partner(s) receiving the distribution which caused such adjustment. (c) If the Partnership realizes net gains or items of gross income (including short term capital gain) from the sale of Partnership Assets assets for federal income tax purposes for any Fiscal Year in which one or more Positive Basis Partners withdraw, in whole or in part, withdraws from the Partnership pursuant to Section 5.26.3, the General Partner in its sole discretion may elect elect: (i) to allocate such net gains or items of gross income among such Positive Basis Partners, on a Partners pro rata basis in proportion to the respective Positive Basis of each such Positive Basis Partner, until either the full amount of such net gains or items of gross income shall have been so allocated or the Positive Basis of each such Positive Basis Partner shall have been eliminated and/or eliminated; and (ii) to allocate any remaining net gains or items of gross income not so allocated to Positive Basis Partners to the other Partners in accordance with subsection (a); provided, however, that if, following such manner that reflects equitably the amounts credited to such Partners’ Capital Accounts pursuant to Section 3.3. (d) If Fiscal Year, the Partnership realizes net losses or items of gross loss or deduction (including short term capital loss) gains from the a sale of Partnership assets for federal income tax purposes for 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 Fiscal Year in Positive Basis Partner, such net gains shall be allocated to such Positive Basis Partner to the extent of the amount, if any, by which one his or more Negative its Positive Basis Partners withdraw, in whole or in part, from as of the Partnership Withdrawal Date of its withdrawal exceeds the amount allocated to such Partner pursuant to Section 5.2, the General Partner in its sole discretion may elect: clause (i) to allocate such net losses or items of gross loss or deduction among such Negative Basis Partners, on a pro rata basis in proportion to the respective Negative Basis of each such Negative Basis Partner, until either the full amount of such losses or items of loss or deduction shall have been so allocated or the Negative Basis of each such Negative Basis Partner has been eliminated; and/or (ii) to allocate any net losses or items of gross loss or deduction not so allocated to the Negative Basis Partners to the other Partners in such manner that reflects equitably the amounts credited to such Partners’ Capital Accounts pursuant to Section 3.3this 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 are allocated among the Partners Partners, General and Limited, in such manner as to reflect equitably amounts credited to or debited against each Partner’s 's Capital Account, whether in such Fiscal Year or in prior Fiscal Years (except to the extent such amounts so credited or debited to each Partner’s Capital Account have previously been the recipient of a corresponding allocation pursuant to this section)Years. To this end, the Partnership shall establish establishes and maintain maintains records that show the extent to which the Capital Account of each Partner, as of the last day of each Fiscal Year, consists of amounts that have not been reflected in the taxable income of such Partner. To the extent deemed by the General Partner, in its reasonable sole discretion, to be feasible and equitable, taxable income and gains in each Fiscal Year shall be are allocated among the Partners who have enjoyed the related credits to their Capital Accounts, and items of deduction, loss and credit in each Fiscal Year shall be are allocated among the Partners who have borne the burden of the related debits to their Capital Accounts. The Partners shall agree to allocate any nonrecourse deductions and partner nonrecourse deductions in accordance with the rules set forth at Regulation Section 1.704-2. The Partners shall also agree to allocate any Section 704(c) items or “reverse” Section 704(c) items in accordance with Regulation Section 1.704-3. (b) To the extent an adjustment to the adjusted tax basis of any Asset Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required under Regulations 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 is 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 is 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 Section of the Regulations; provided, and in the event that an adjustment to the book value of Partnership property is made as a result of an adjustment pursuant to Section 734(b) of the Code, items of income, gain, loss, or deduction, as computed for book and tax purposes, shall be are specially allocated among the Partners so that the effect of any such adjustment shall benefit benefits (or be is borne by) the Partner(s) receiving the distribution which that caused such adjustment. (c) If the Partnership realizes net gains or items of gross income (including short term capital gain) from the sale of Partnership Assets assets for federal income tax purposes for any Fiscal Year in which one or more Positive Basis Partners withdraw, in whole or in part, withdraws from the Partnership pursuant to Section 5.25.5, the General Partner in its sole discretion may elect (i) to allocate such net gains or items of gross income among such Positive Basis Partners, on a pro rata basis in proportion to the respective Positive Basis of each such Positive Basis Partner, until either the full amount of such net gains or items of gross income shall have has been so allocated or the Positive Basis of each such Positive Basis Partner shall have has been eliminated and/or or (ii) to allocate any net gains or items of gross income not so allocated to Positive Basis Partners to the other Partners in such manner that reflects equitably the amounts credited to such Partners’ ' Capital Accounts pursuant to Section 3.3. (d) If ; provided, however, that if, following such Fiscal Year, the Partnership realizes net losses or items of gross loss or deduction (including short term capital loss) gains from the a sale of Partnership assets for federal income tax purposes for an 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 Fiscal Year in Positive Basis Partner, there will be allocated to such Positive Basis Partner an amount of such net gains equal to the amount, if any, by which one or more Negative his Positive Basis Partners withdraw, in whole or in part, from as of the Partnership effective date of his withdrawal exceeds the amount allocated to such Partner pursuant to Section 5.2, the General Partner in its sole discretion may elect: clause (i) to allocate such net losses or items of gross loss or deduction among such Negative Basis Partners, on a pro rata basis in proportion to the respective Negative Basis of each such Negative Basis Partner, until either the full amount of such losses or items of loss or deduction shall have been so allocated or the Negative Basis of each such Negative Basis Partner has been eliminated; and/or (ii) to allocate any net losses or items of gross loss or deduction not so allocated to the Negative Basis Partners to the other Partners in such manner that reflects equitably the amounts credited to such Partners’ Capital Accounts pursuant to Section 3.3this sentence.