Allocations Solely for Tax Purposes. Allocations pursuant to this Section 4.7 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits and Losses or other items or distributions pursuant to any provision of this Agreement.
Allocations Solely for Tax Purposes. Items of income, gain, deduction, loss, and credit for federal income tax purposes shall be allocated among the Members in the same proportions as the corresponding book items are allocated, but if there is a book/tax difference in the determination of any such items by reason of a Member’s contribution of property having a value that varies from its adjusted tax basis, or by reason of any event on account of which assets are marked to market on the Company’s books under the principles of Section 1.704-1(b)(2)(iv)(f) of the Regulations, then such difference shall be reconciled in accordance with the principles of Section 704(c) of the Code and the Regulations thereunder using any permissible method selected by the Manager. Allocations pursuant to this Section 3.3 are solely for tax purposes and shall not affect the Members’ Capital Accounts.
Allocations Solely for Tax Purposes. In accordance with IRC §704(c) and the corresponding regulations, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company will be allocated among the Members, solely for income tax purposes, so as to take into account any variation between the adjusted basis of such property for federal income tax purposes in the hands of the Company and the agreed value of such property as set forth in this agreement, or in any document entered into at the time an additional contribution is made to the Company. Any elections or other decisions relating to the allocations to be made under this section will be made by action of the Members. The allocations to be made under this section are solely for purposes of federal, state, and local income taxes and will not affect, or in any way be taken into account in computing, any Member's capital account, allocable share of the net profits and net losses of the Company, or right to distributions.
Allocations Solely for Tax Purposes. Allocations pursuant to this Article IX are solely for purposes of U.S. federal, state and local taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.
Allocations Solely for Tax Purposes. Items of income, gain, deduction, loss, and credit for federal income tax purposes shall be allocated between the Members in the same proportions as the corresponding book items are allocated, but if there is a book/tax difference in the determination of any such items by reason of a Member’s contribution (or deemed contribution) of property (including, without limitation, T-Asia’s capital contribution deemed made pursuant to Section 2.2 hereof) having a value that varies from its adjusted tax basis, or by reason of any event on account of which assets are marked-to-market on the Company’s book under the principles of Section 1.704-1(b)(2)(iv)(f) of the Regulations, then such difference shall be reconciled in accordance with the principles of Section 704(c) of the Code and the regulations thereunder using any permissible method selected by the Manager. Allocations pursuant to this Section 3.3 are solely for tax purposes, and shall not affect the Members’ Capital Accounts.
Allocations Solely for Tax Purposes. In accordance with IRC 704(c), income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company must be allocated among the Members to take into account any variation between the adjusted basis of the Property for federal income tax purposes in the hands of the Company and the agreed value of the Property as set forth in this agreement, or in any document entered into at the time additional Property or other capital is contributed to the Company. Any elections or other decisions relating to the allocations to be made under this section will be made by the Managers. The allocations to be made under this section are solely for income tax purposes and will not affect any Member s capital account, allocable share of the net profits and net losses, or right to distributions. 3 Operating Agreement 4 3.3
Allocations Solely for Tax Purposes. (a) Allocations required under this Section 5.6 are solely for tax purposes and shall not affect any Member’s Capital Account or any Member’s share of any distribution from the Company.
(b) All recapture of income tax deductions resulting from the sale or disposition of Company property shall be allocated to the Members to whom the deduction that gave rise to such recapture was allocated hereunder, or to such Members’ successors, to the extent that such Members are allocated any gain from the sale or other disposition of such property.
(c) Allocations of tax credits, tax credit recapture, tax benefit recapture, and any items related thereto shall be allocated to the Members according to their interests in such items as determined by the Manager taking into account the principles of Treasury Regulations §1.704-1(b)(4)(ii).
(d) Items of Company income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code §704(c) so as to take account of any variance between the tax basis of such property to the Company and its Book Value using the “traditional method” of allocation as set forth in Treasury Regulations §1.704-3(b), unless otherwise determined by the Manager, in its discretion.
(e) If the Book Value of any Company property is adjusted pursuant to Section 4.2(b), subsequent allocations of items of taxable income, gain, loss, and deduction with respect to such Company property shall take account of any variation between the tax basis of such Company property and its Book Value in the same manner as required under Code §704(c) using the “traditional method” of allocation as set forth in Treasury Regulations §1.704-3(b), unless otherwise determined by the Manager, in its discretion.
Allocations Solely for Tax Purposes. (a) In the event of the death of a Member, or the transfer of a Member's Membership Interest by sale or exchange, the Company shall, if the person acquiring such Membership Interest so requests and if the manager agrees to do so, elect, pursuant to Section 754 of the Code, or any corresponding provision of succeeding law, to adjust the basis of the Company's property. Any change in the gain or loss of the Company for federal income tax purposes resulting from such election shall be allocated entirely to the transferee of the Membership Interest so transferred; provided, however, neither the Membership Interest nor the amount of any cash distributions to the Members shall be affected as a result of such election, and the making of such election shall have no effect except for federal income tax purposes. Each Member agrees to furnish the Company with all information necessary to give effect to such election, and each Member affected by such election agrees to bear all accounting and other costs of determining and reporting the effect of such election on such Member.
(b) If the Book Value of any Company asset is adjusted pursuant to Section 1.704- 1(b)(2)(iv)(f) of the Regulations, then subsequent allocations of items of taxable 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 its Book Value in the same manner as under Code Section 704(c), using any permissible method selected by the manager.
Allocations Solely for Tax Purposes. 4.2.1 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 Company shall, solely for federal income tax purposes, be allocated among the Members so as to take account of any difference between the adjusted basis of such property to the Company for federal income tax purposes and the initial Book Value of such property. If the Book Value of any Company property is adjusted pursuant to Section 3.4.2(ii) of this Agreement, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any difference between the adjusted basis of such asset for federal income tax purposes and the Book Value of such asset in the manner prescribed under Section 704(c) of the Code and the Regulations thereunder. The Manager may choose any permissible method to reconcile such difference.
4.2.2 In the event of a sale or exchange of a Member’s Interest or a portion thereof or upon the death of a Member, if the Company has not theretofore elected, pursuant to Section 754 of the Code, to adjust the basis of Company property, the Manager shall cause the Company to elect, if the person acquiring such Interest or portion thereof so requests, pursuant to Section 754 of the Code, to adjust the basis of Company property. In addition, in the event of a distribution referred to in Section 734(b) of the Code, if the Company has not theretofore elected, the Manager may, in the exercise of its discretion, cause the Company to elect, pursuant to Section 754 of the Code, to adjust the basis of Company property. Such adjustments shall not be reflected in the Members’ Capital Accounts and shall be effective solely for federal and (if applicable) state and local income tax purposes. Each Member hereby agrees to provide the Company with all information necessary to give effect to such election. Any change in the amount of the depreciation deducted by the Company and any change in the gain or loss of the Company, for federal income tax purposes, resulting from such an election shall be allocated entirely to the transferee of the Interest or portion thereof so transferred. Neither the capital contribution obligations of, nor the Interests of, nor the amount of any cash distributions to, the Members shall be affected as a result of such election, and the making of such election shall have no effect except for federal and (if applicable) st...
Allocations Solely for Tax Purposes. Allocations pursuant to this Section
