Allocations to Members Sample Clauses

Allocations to Members. Allocations for Capital Account purposes shall be in accordance with the following: (a) Exploration expenses and development cost deductions shall be allocated among the Members in accordance with their respective contributions to such expenses and costs. (b) Depreciation and amortization deductions with respect to a depreciable Asset shall be allocated among the Members in accordance with their respective contributions to the adjusted basis of the Asset which gives rise to the depreciation, amortization or loss deduction. (c) Production and operating cost deductions shall be allocated among the Members in accordance with their respective contributions to such costs. (d) Deductions for depletion (to the extent of the amount of such deductions that would have been determined for Capital Account purposes if only cost depletion were allowable for federal income tax purposes) shall be allocated to the Members in accordance with their respective contributions to the adjusted basis of the depletable property. Any remaining depletion deductions shall be allocated to the Members so that, to the extent possible, the Members receive the same total amounts of percentage depletion as they would have received if percentage depletion were allocated to the Members in proportion to their respective shares of the gross income used as the basis for calculating the federal income tax deduction for percentage depletion. (e) Subject to Subparagraph 3.3(g) below, gross income on the sale of production shall be allocated in accordance with the Members’ rights to share in the proceeds of such sale based on the ratio of the Members’ Capital Accounts, during the month the production is sold, prior to Payout and based on the ratio of the Members’ Ownership Interest, during the month of the production is sold, after Payout. (f) Except as provided in Subparagraph 3.3(g), below, gain or loss on the sale of a depreciable or depletable asset shall be allocated so that, to the extent possible, the net amount EXHIBIT C reflected in the Members’ Capital Account with respect to such property (taking into account the cost of such property, depreciation, amortization, depletion or other cost recovery deductions and gain or loss) most closely reflects the Members’ Ownership Interests. (g) Gains and losses on the sale of all or substantially all the Assets of the Company shall be allocated so that, to the extent possible, the Members’ resulting Capital Account balances are in the same ratio as t...
Sample 1See All (14)
AutoNDA by SimpleDocs
Allocations to Members. Except as provided in Section 3.3, all items of Profit and Loss shall be allocated among the Members as follows:
Sample 1Sample 2See All (4)
Allocations to Members. Except as otherwise provided in Article 3 of this Allocations Exhibit (including, without limitation, the special allocations related to Depreciation), Net Profits and Net Loss shall be allocated among the Members in accordance with their then respective Allocation Percentages.
Sample 1
Allocations to Members. 45 11.3 Agreement Not to Cause a Tax Termination . . . . . . . . . . . 48 11.4
Sample 1
Allocations to Members. Allocations for Capital Account purposes shall be in accordance with the following: (a) Except as otherwise provided in this Paragraph 3.3, all items of income, gain, loss, deduction and credit shall be determined on a separate basis, and each such item shall be allocated among the Members in accordance with their respective Percentage Interests. For the avoidance of doubt, during the period from the Execution Date through the Third Contribution Installment Date, allocations shall be made in accordance with Percentage Interests even though the relative capital contributions of the Members through that date have not been in proportion to Percentage Interests. (b) In the event of a revaluation in accordance with Treas. Regs. § 1.704-1(b)(2)(iv)(f), the amount of the adjustment to the Adjusted Properties shall be allocated, first, to cause the Members’ Capital Account balances to be in proportion to the Members’ Percentage Interests and, second, to the Members in proportion to the Members’ Percentage Interests. (c) Gains and losses on the sale of all or substantially all the Assets of the Company (including any distribution in kind of all or substantially all the Assets of the Company to the Members) shall be allocated so that, to the extent possible, the Members’ resulting Capital Account balances are in the same ratio as their relative Percentage Interests (“Balance Capital Accounts”) after taking into account such sale; provided, that in circumstances where either the Third Contribution Installment or the Catch-Up Contribution are not yet due, or any capital contribution is due and not yet paid, for purposes of determining Capital Account balances each Member shall be deemed to have made the Unpaid Contribution Amount (as defined below) immediately prior to the time such allocations are made. In making the allocations under this Subparagraph 3.3(c), to the extent necessary to Balance Capital Accounts, gain and loss shall be calculated on an asset-by-asset basis, and any property contributed by a Member shall be treated as a separate asset from the property contributed by or created with funds contributed by the other Member. If the Company does not have sufficient items of gain and loss to Balance Capital Accounts, the liquidator may take other actions, as it determines are reasonably appropriate, to Balance Capital Accounts, including reallocating items among the Members in such year or prior years to the extent amended tax returns for the Company can be ...
Sample 1
Allocations to Members. Allocations to Members shall be in accordance with the following: (i) Except as otherwise provided in this Paragraph 2(c) and Paragraph 2(d), all items of income, gain, loss and deduction shall be allocated to the Members in accordance with their Percentage Interests. (ii) Any recapture of exploration expenses under Section 617(b)(1)(A) of the Code, and any disallowance of depletion under Section 617(b)(1)(B) of the Code, shall be borne by the Members in the same manner as the related exploration expenses were allocated to, or claimed by, them. (iii) If the Members’ Percentage Interests change during any taxable year of the Company, the distributive share of items of income, gain, loss and deduction of each Member shall be determined in any manner (1) permitted by Section 706 of the Code, and (2) agreed by both Members. If the Members cannot agree on a method, the method shall be determined by the VPF in consultation with the Company’s tax advisers, with preference given to the interim closing-of-the-books method except where application of that method would result in undue administrative expense in relationship to the amount of the items to be allocated.
Sample 1
Allocations to Members. (a) Except as otherwise provided in Section 7.1(b), Profits and Losses, and to the extent necessary, individual items of income, gain, loss and deduction of the Fund, for any allocation period shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, and after taking into actual distributions made during such allocation period (and distributions with respect to such allocation period to be made after the end of such allocation period if the Manager is able to determine in good faith the manner in which such distributions will be made pursuant to Section 9.1), is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Member pursuant to Section 9.1 if the Fund were to dissolve, its affairs wound up and its assets sold for cash equal to their book value, all Fund liabilities, including the Fund’s share of any liability of any entity treated as a partnership for U.S. federal income tax purposes in which the Fund is a partner, were satisfied (limited, with respect to each nonrecourse liability to the book value of the assets securing the liability) and the net assets of the Fund were distributed in accordance with Section 9.1 immediately after making such allocation, minus (ii) such Member’s share of “minimum gain” and “partner nonrecourse debt minimum gain” determined pursuant to Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), computed immediately prior to the hypothetical sale of assets, if any. (b) Notwithstanding anything to the contrary in the other provisions of this Section 7.1:
Sample 1
AutoNDA by SimpleDocs
Allocations to Members a. Subject to Sections 5.7.b and 5.7.c, all items of income, gain, profits, losses, credits and deductions of the Company shall be allocated to the Members in proportion to the Members' Percentage Interests. b. Solely for federal, state, and local income tax purposes and not for book or Capital Account purposes, except to the extent required by Treasury Regulations, depreciation, amortization, gain, or loss with respect to property that is properly
Sample 1
Allocations to Members a. Subject to Sections 5.7.b and 5.7.c, all items of income, gain, profits, losses, credits and deductions of the Company shall be allocated to the Members in proportion to the Members' Percentage Interests. b. Solely for federal, state, and local income tax purposes and not for book or Capital Account purposes, except to the extent required by Treasury Regulations, depreciation, amortization, gain, or loss with respect to property that is properly reflected on the Company's books at a value that differs from its adjusted basis for federal income tax purposes shall be allocated in accordance with the principles and requirements of Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, and in accordance with the requirements of the relevant provisions of the Treasury Regulations issued under Code Section 704(b). For Capital Account purposes, depreciation, amortization, gain, or loss with respect to property that is properly reflected on the Company's books at a value that differs from its adjusted basis for tax purposes shall be determined in accordance with the rules of Treasury Regulation Section 1.704-1 (b)(2)(iv)(g).
Sample 1

Related to Allocations to Members

  • Distributions to Members Section 9.1

  • Allocations The profits and losses of the Company shall be allocated to the Members in accordance with their Percentage Interests from time to time.

  • Other Allocations Except as otherwise provided in this Agreement, all items of Partnership income, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Unit Holders in the same proportions as they share Profits or Losses, as the case may be, for the year.

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.

  • General Allocations The items of Profit and Loss of the Partnership for each fiscal year or other applicable period, other than any items allocated under Section 5.1(a), shall be allocated among the Partners in a manner that will, as nearly as possible (after giving effect to the allocations under Section 5.1(a), 5.1(c), 5.1(f), 5.1(g) and 5.2(c)) cause the Capital Account balance of each Partner at the end of such fiscal year or other applicable period to equal (i) the amount of the hypothetical distribution that such Partner would receive if the Partnership were liquidated on the last day of such period and all assets of the Partnership, including cash, were sold for cash equal to their Carrying Values, taking into account any adjustments thereto for such period, all liabilities of the Partnership were satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability) and the remaining cash proceeds (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.2, minus (ii) the sum of such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed as of the date of the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account facts and circumstances as the General Partner deems reasonably necessary for this purpose.

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

  • Special Allocations The following special allocations shall be made in the following order:

  • Distributions and Allocations (i) Subject to Section 8.6(c), the Redeeming Partner shall have no right to receive any distributions that are paid after the Specified Redemption Date with respect to any Partnership Units redeemed pursuant to this Section 8.6. (ii) If any Partnership Interest is redeemed (other than pursuant to Section 8.6(c)) on any day other than the first day of a Fiscal Year, then Profit, Losses, each item thereof and all other items attributable to such Partnership Interest for such Fiscal Year shall be divided and allocated to the Redeeming Partner by taking into account the Redeeming Partner’s ownership of such Partnership Interest during the Fiscal Year in accordance with Section 706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration period, in which event Profits, Losses, each item thereof and all other items attributable to such redeemed Partnership Interest for such Fiscal Year shall be prorated based upon the applicable method selected by the General Partner).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!