Common use of Book Income and Loss Clause in Contracts

Book Income and Loss. (i) After the application of Section 3.9(b) through Section 3.9(d), Net Book Income and Net Book Loss (or gross items thereof, if necessary to reduce the following differences) for any Tax Year, or portion thereof, shall be allocated among the Members so as to reduce proportionately the differences between (i) the Members’ respective Adjusted Capital Accounts calculated immediately prior to such allocation and (ii) the Members’ respective Target Capital Accounts as of the end of such period; provided, that the Executive Committee may make adjustments to the allocations provided in this Section 3.9(a) if necessary to comply with applicable provisions of the Code and Treasury Regulations or if necessary to give effect to the economic arrangement of the parties as evidenced in Article IV, Article IX and the other economic provisions of this Agreement; provided, that any such adjustments shall comply with applicable provisions of the Code and Treasury Regulations. (ii) Net Book Income or Net Book Loss of the Company for purposes of determining allocations to the Capital Accounts of the Members will be determined in the same manner as the determination of the Company’s taxable income, except that (i) items that are required by Section 703(a)(1) of the Code to be separately stated will be included, (ii) items of income that are exempt from inclusion in gross income for U.S. federal income tax purposes will be treated as Book income, and related deductions that are disallowed under Section 265 of the Code will be treated as Book deductions, (iii) Section 705(a)(2)(B) Expenditures will be treated as deductions, (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for U.S. federal income tax purposes by reference to the Tax Basis of an item of Company property will be determined by reference to the Book Value of such item of property, and (v) the effects of upward and downward revaluations of Company property pursuant to Section 3.8(b) will be treated as gain or loss respectively from the sale of such property. (iii) Unless otherwise required by Section 6.10(b) of the Purchase Agreement, if the Book Value of any item of Company property differs from its Tax Basis, the amount of Book depreciation, depletion or amortization for a period with respect to such property will be computed so as to bear the same relationship to the Book Value of such property as the depreciation, depletion or amortization computed for tax purposes with respect to such property for such period bears to the Tax Basis of such property, unless another method is selected by the Executive Committee that is in compliance with Section 704 of the Code and the Treasury Regulations thereunder, and Section 6.10(b) of the Purchase Agreement, if applicable. If the Tax Basis of such property is zero, the Book depreciation, depletion or amortization with respect to such property will be computed by using a reasonable method.

Book Income and Loss. (ia) After the application of Section 3.9(b) through Section 3.9(d), Net The Book Income and Net Book Loss (income or gross items thereof, if necessary to reduce the following differences) for any Tax Year, or portion thereof, shall be allocated among the Members so as to reduce proportionately the differences between (i) the Members’ respective Adjusted Capital Accounts calculated immediately prior to such allocation and (ii) the Members’ respective Target Capital Accounts as loss of the end of such period; provided, that the Executive Committee may make adjustments to the allocations provided in this Section 3.9(a) if necessary to comply with applicable provisions of the Code and Treasury Regulations or if necessary to give effect to the economic arrangement of the parties as evidenced in Article IV, Article IX and the other economic provisions of this Agreement; provided, that any such adjustments shall comply with applicable provisions of the Code and Treasury Regulations. (ii) Net Book Income or Net Book Loss of the -------------------- Company for purposes of determining allocations to the Capital Accounts of the Members will shall be determined in the same manner as the determination of the Company’s 's taxable income, except that (i) items that are required by Section section 703(a)(1) of the Code to be separately stated will shall be included, ; (ii) items of income that are exempt from inclusion in gross income for U.S. federal income tax purposes will shall be treated as Book income, and related deductions that are disallowed under Section section 265 of the Code will shall be treated as Book deductions, ; (iii) Section 705(a)(2)(B) Expenditures will shall be treated as deductions, ; (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for U.S. federal income tax purposes by reference to the Tax Basis of an item of Company property will shall be determined by reference to the Book Value of such item of property, ; and (v) the effects of upward and downward revaluations of Company property pursuant to Section 3.8(b) will 2.02 shall be treated as gain or loss respectively from the sale of such property. (iiib) Unless otherwise required by Section 6.10(b) of In the Purchase Agreement, if event that the Book Value of any item of Company property differs from its Tax Basis, the amount of Book depreciation, depletion depletion, or amortization for a period with respect to such property will shall be computed so as to bear the same relationship to the Book Value of such property as the depreciation, depletion depletion, or amortization computed for tax purposes with respect to such property for such period bears to the Tax Basis of such property, unless another method is selected by the Executive Committee that is in compliance with Section 704 of the Code and the Treasury Regulations thereunder, and Section 6.10(b) of the Purchase Agreement, if applicable. If the Tax Basis of such property is zero, the Book depreciation, depletion depletion, or amortization with respect to such property will shall be computed by using a reasonable methodmethod consistent with the method that would be used for tax purposes if the Tax Basis of such property were greater than zero. (c) Allocations to the Capital Accounts of the Members shall be based on the Book income or loss of the Company as determined pursuant to this Section 3.01. Such allocations shall be made as provided in the Agreement except to the extent modified by the provisions of this Article III.

Book Income and Loss. (ia) After the application of Section 3.9(b) through Section 3.9(d), Net The Book Income and Net Book Loss (income or gross items thereof, if necessary to reduce the following differences) for any Tax Year, or portion thereof, shall be allocated among the Members so as to reduce proportionately the differences between (i) the Members’ respective Adjusted Capital Accounts calculated immediately prior to such allocation and (ii) the Members’ respective Target Capital Accounts as of the end of such period; provided, that the Executive Committee may make adjustments to the allocations provided in this Section 3.9(a) if necessary to comply with applicable provisions of the Code and Treasury Regulations or if necessary to give effect to the economic arrangement of the parties as evidenced in Article IV, Article IX and the other economic provisions of this Agreement; provided, that any such adjustments shall comply with applicable provisions of the Code and Treasury Regulations. (ii) Net Book Income or Net Book Loss loss of the Company for purposes of determining allocations to the Capital Accounts of the Members will shall be determined in the same manner as the determination of the Company’s taxable income, except that (i) items that are required by Section 703(a)(1) of the Code to be separately stated will shall be included, ; (ii) items of income that are exempt from inclusion in gross income for U.S. federal income tax purposes will shall be treated as Book income, and related deductions that are disallowed under Section 265 of the Code will shall be treated as Book deductions, ; (iii) Section 705(a)(2)(B) Expenditures will shall be treated as deductions, ; (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for U.S. federal income tax purposes by reference to the Tax Basis of an item of Company property will shall be determined by reference to the Book Value of such item of property, and ; (v) the effects of upward and downward revaluations of Company property pursuant to Section 3.8(b) will ‎2.02 of this Appendix A shall be treated as gain or loss respectively from the sale of such property; and (vi) items that are specially allocated under this Article 3 or Section 4.2(c) of the Agreement shall be excluded from Book income or loss. (iiib) Unless otherwise required by Section 6.10(b) of Subject to the Purchase Agreementspecial allocation provisions contained in this Article 3, if in the event that the Book Value of any item of Company property differs from its Tax Basis, the amount of Book depreciation, depletion depletion, or amortization for a period with respect to such property will shall be computed so as to bear the same relationship to the Book Value of such property as the depreciation, depletion depletion, or amortization computed for tax purposes with respect to such property for such period bears to the Tax Basis of such property, unless another method is selected by the Executive Committee that is in compliance with Section 704 of the Code and the Treasury Regulations thereunder, and Section 6.10(b) of the Purchase Agreement, if applicable. If the Tax Basis of such property is zero, the Book depreciation, depletion depletion, or amortization with respect to such property will shall be computed by using a reasonable methodmethod consistent with the method that would be used for tax purposes if the Tax Basis of such property were greater than zero. (c) Allocations to the Capital Accounts of the Members shall be based on the Book income or loss of the Company as determined pursuant to this Section 3.01. Such allocations shall be made as provided in Section 4.2 of the Agreement except to the extent modified by the provisions of this Article 3.

Book Income and Loss. (i) After the application of Section 3.9(b) through Section 3.9(d), Net The Book Income and Net Book Loss (income or gross items thereof, if necessary to reduce the following differences) for any Tax Year, or portion thereof, shall be allocated among the Members so as to reduce proportionately the differences between (i) the Members’ respective Adjusted Capital Accounts calculated immediately prior to such allocation and (ii) the Members’ respective Target Capital Accounts as of the end of such period; provided, that the Executive Committee may make adjustments to the allocations provided in this Section 3.9(a) if necessary to comply with applicable provisions of the Code and Treasury Regulations or if necessary to give effect to the economic arrangement of the parties as evidenced in Article IV, Article IX and the other economic provisions of this Agreement; provided, that any such adjustments shall comply with applicable provisions of the Code and Treasury Regulations. (ii) Net Book Income or Net Book Loss loss of the Company for purposes of determining allocations to the Capital Accounts of the Members will shall be determined in the same manner as the determination of the Company’s 's taxable income, except that (i) items that are required by Section section 703(a)(1) of the Code to be separately stated will shall be included, ; (ii) items of income that are exempt from inclusion in gross income for U.S. federal income tax purposes will shall be treated as Book income, and related deductions that are disallowed under Section section 265 of the Code will shall be treated as Book deductions, ; (iii) Section 705(a)(2)(B) Expenditures will shall be treated as deductions, ; (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for U.S. federal income tax purposes by reference to the Tax Basis of an item of Company property will shall be determined by reference to the Book Value of such item of property, ; and (v) the effects of upward and downward revaluations of Company property pursuant to Section 3.8(b) will 2.02 of this Appendix B shall be treated as gain or loss respectively from the sale of such property. (iii) Unless otherwise required by Section 6.10(b) of . In the Purchase Agreement, if event that the Book Value of any item of Company property differs from its Tax Basis, the amount of Book depreciation, depletion depletion, or amortization for a period with respect to such property will shall be computed so as to bear the same relationship to the Book Value of such property as the depreciation, depletion depletion, or amortization computed for tax purposes with respect to such property for such period bears to the Tax Basis of such property, unless another method is selected by the Executive Committee that is in compliance with Section 704 of the Code and the Treasury Regulations thereunder, and Section 6.10(b) of the Purchase Agreement, if applicable. If the Tax Basis of such property is zero, the Book depreciation, depletion depletion, or amortization with respect to such property will shall be computed by using a reasonable methodmethod consistent with the method that would be used for tax purposes if the Tax Basis of such property were greater than zero. Allocations to the Capital Accounts of the Members shall be based on the Book income or loss of the Company as determined pursuant to this Section 3.01. Such allocations shall be made as provided in the Agreement except to the extent modified by the provisions of this Article III.

Book Income and Loss. (ia) After the application of Section 3.9(b) through Section 3.9(d), Net The Book Income and Net Book Loss (income or gross items thereof, if necessary to reduce the following differences) for any Tax Year, or portion thereof, shall be allocated among the Members so as to reduce proportionately the differences between (i) the Members’ respective Adjusted Capital Accounts calculated immediately prior to such allocation and (ii) the Members’ respective Target Capital Accounts as of the end of such period; provided, that the Executive Committee may make adjustments to the allocations provided in this Section 3.9(a) if necessary to comply with applicable provisions of the Code and Treasury Regulations or if necessary to give effect to the economic arrangement of the parties as evidenced in Article IV, Article IX and the other economic provisions of this Agreement; provided, that any such adjustments shall comply with applicable provisions of the Code and Treasury Regulations. (ii) Net Book Income or Net Book Loss loss of the Company for purposes of determining allocations to the Capital Accounts of the Members will shall be determined in the same manner as the determination of the Company’s 's taxable income, except that (i) items that are required by Section section 703(a)(1) of the Code to be separately stated will shall be included, ; (ii) items of income that are exempt from inclusion in gross income for U.S. federal income tax purposes will shall be treated as Book income, and related deductions that are disallowed under Section section 265 of the Code will shall be treated as Book deductions, ; (iii) Section 705(a)(2)(B) Expenditures will shall be treated as deductions, ; (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for U.S. federal income tax purposes by reference to the Tax Basis of an item of Company property will shall be determined by reference to the Book Value of such item of property, ; and (v) the effects of upward and downward revaluations of Company property pursuant to Section 3.8(b) will 2.02 shall be treated as gain or loss respectively from the sale of such property. (iiib) Unless otherwise required by Section 6.10(b) of In the Purchase Agreement, if event that the Book Value of any item of Company property differs from its Tax Basis, the amount of Book depreciation, depletion depletion, or amortization for a period with respect to such property will shall be computed so as to bear the same relationship to the Book Value of such property as the depreciation, depletion depletion, or amortization computed for tax purposes with respect to such property for such period bears to the Tax Basis of such property, unless another method is selected by the Executive Committee that is in compliance with Section 704 of the Code and the Treasury Regulations thereunder, and Section 6.10(b) of the Purchase Agreement, if applicable. If the Tax Basis of such property is zero, the Book depreciation, depletion depletion, or amortization with respect to such property will shall be computed by using a reasonable methodmethod consistent with the method that would be used for tax purposes if the Tax Basis of such property were greater than zero. (c) Allocations to the Capital Accounts of the Members shall be based on the Book income or loss of the Company as determined pursuant to this Section 3.01. Such allocations shall be made as provided in the Agreement except to the extent modified by the provisions of this Article III.

Book Income and Loss. (i) After the application of Section 3.9(b4(b) through Section 3.9(d)4(d) of this Annex IV, Net Book Income and Net Book Loss (or gross items thereof, if necessary to reduce the following differences) for any Tax Year, or portion thereof, shall be allocated among the Members so as to reduce proportionately the differences between (i) the Members’ respective Adjusted Capital Accounts calculated immediately prior to such allocation and (ii) the Members’ respective Target Capital Accounts as of the end of such period; provided, that the Executive Committee may make adjustments to the allocations provided in this Section 3.9(a) if necessary to comply with applicable provisions of the Code and Treasury Regulations or if necessary to give effect to the economic arrangement of the parties as evidenced in Article IV, Article IX and the other economic provisions of this Agreement; provided, that any such adjustments shall comply with applicable provisions of the Code and Treasury Regulations. (ii) Net Book Income or Net Book Loss of the Company for purposes of determining allocations to the Capital Accounts of the Members will be determined in the same manner as the determination of the Company’s taxable income, except that (i) items that are required by Section 703(a)(1) of the Code to be separately stated will be included, (ii) items of income that are exempt from inclusion in gross income for U.S. federal income tax purposes will be treated as Book income, and related deductions that are disallowed under Section 265 of the Code will be treated as Book deductions, (iii) Section 705(a)(2)(B) Expenditures will be treated as deductions, (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for U.S. federal income tax purposes by reference to the Tax Basis of an item of Company property will be Annex IV - Page 2 determined by reference to the Book Value of such item of property, and (v) the effects of upward and downward revaluations of Company property pursuant to Section 3.8(b) 2 of this Annex IV will be treated as gain or loss respectively from the sale of such property. (iii) Unless otherwise required by Section 6.10(b) of the Purchase Agreement, if If the Book Value of any item of Company property differs from its Tax Basis, the amount of Book depreciation, depletion or amortization for a period with respect to such property will be computed so as to bear the same relationship to the Book Value of such property as the depreciation, depletion or amortization computed for tax purposes with respect to such property for such period bears to the Tax Basis of such property, unless another method is selected by the Executive Committee Managing Member that is in compliance with Section 704 of the Code and the Treasury Regulations thereunder, and Section 6.10(b) of the Purchase Agreement, if applicable. If the Tax Basis of such property is zero, the Book depreciation, depletion or amortization with respect to such property will be computed by using a reasonable method.

Book Income and Loss. (iA) After the application of Section 3.9(b) through Section 3.9(d), Net The Book Income and Net Book Loss (income or gross items thereof, if necessary to reduce the following differences) for any Tax Year, or portion thereof, shall be allocated among the Members so as to reduce proportionately the differences between (i) the Members’ respective Adjusted Capital Accounts calculated immediately prior to such allocation and (ii) the Members’ respective Target Capital Accounts as loss of the end of such period; provided, that the Executive Committee may make adjustments to the allocations provided in this Section 3.9(a) if necessary to comply with applicable provisions of the Code and Treasury Regulations or if necessary to give effect to the economic arrangement of the parties as evidenced in Article IV, Article IX and the other economic provisions of this Agreement; provided, that any such adjustments shall comply with applicable provisions of the Code and Treasury Regulations. (ii) Net Book Income or Net Book Loss of the Joint Venture Company for purposes of determining allocations to the Capital Accounts of the Members will shall be determined in the same manner as the determination of the Joint Venture Company’s taxable income, except that (i) items that are required by Section section 703(a)(1) of the Code to be separately stated will shall be included, ; (ii) items of income that are exempt from inclusion in gross income for U.S. federal income tax purposes will shall be treated as Book income, and related deductions that are disallowed under Section 265 of the Code will be treated as Book deductions, ; (iii) Section 705(a)(2)(B) Expenditures will shall be treated as deductions, ; (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for U.S. federal income tax purposes by reference to the Tax Basis of an item of Joint Venture Company property will shall be determined by reference to the Book Value of such item of property, property in accordance with Section 3.1(B) hereof; and (v) the effects of upward and downward revaluations of Joint Venture Company property pursuant to Section 3.8(b) will 2.2 of this Appendix shall be treated as Book gain or loss respectively from the sale of such property. (iiiB) Unless otherwise required by Section 6.10(b) of In the Purchase Agreement, if event that the Book Value of any item of Joint Venture Company property differs from its Tax Basis, the amount of Book depreciation, depletion depletion, or amortization for a period with respect to such property will shall be computed so as to bear the same relationship to the Book Value of such property as the depreciation, depletion depletion, or amortization computed for tax purposes with respect to such property for such period bears to the Tax Basis of such property, unless another method is selected by the Executive Committee that is in compliance with Section 704 of the Code and the Treasury Regulations thereunder, and Section 6.10(b) of the Purchase Agreement, if applicable. If the Tax Basis of such property is zero, the Book depreciation, depletion depletion, or amortization with respect to such property will shall be computed by using a reasonable methodmethod consistent with the method that would be used for tax purposes if the Tax Basis of such property were greater than zero and the property were placed in service on the date it is acquired by the Joint Venture Company. (C) The Book income and loss of the Joint Venture Company for any taxable year shall be allocated in such a manner as to cause the Adjusted Capital Account Balances of the Members as nearly as possible to equal their respective Target Balances as of the end of such taxable year.

Book Income and Loss. (ia) After the application of Section 3.9(b) through Section 3.9(d), Net The Book Income and Net Book Loss (income or gross items thereof, if necessary to reduce the following differences) for any Tax Year, or portion thereof, shall be allocated among the Members so as to reduce proportionately the differences between (i) the Members’ respective Adjusted Capital Accounts calculated immediately prior to such allocation and (ii) the Members’ respective Target Capital Accounts as loss of the end of such period; provided, that the Executive Committee may make adjustments to the allocations provided in this Section 3.9(a) if necessary to comply with applicable provisions of the Code and Treasury Regulations or if necessary to give effect to the economic arrangement of the parties as evidenced in Article IV, Article IX and the other economic provisions of this Agreement; provided, that any such adjustments shall comply with applicable provisions of the Code and Treasury Regulations. (ii) Net Book Income or Net Book Loss of the Company Partnership for purposes of determining allocations to the Capital Accounts of the Members will Partners shall be determined in the same manner as the determination of the Company’s Partnership's taxable income, except that (i) items that are required by Section section 703(a)(1) of the Code to be separately stated will shall be included, ; (ii) items of income that are exempt from inclusion in gross income for U.S. federal income tax purposes will shall be treated as Book income, and related deductions that are disallowed under Section section 265 of the Code will shall be treated as Book deductions, ; (iii) Section 705(a)(2)(B7.05(a)(2)(B) Expenditures will shall be treated as deductions, ; (iv) items of gain, loss, depreciation, amortization, or depletion that would be computed for U.S. federal income tax purposes by reference to the Tax Basis of an item of Company Partnership property will shall be determined by reference to the Book Value of such item of property, ; and (v) the effects of upward and downward revaluations of Company Partnership property pursuant to Section 3.8(b) will 2.02 shall be treated as gain or loss respectively from the sale of such property. (iiib) Unless otherwise required by Section 6.10(b) of In the Purchase Agreement, if event that the Book Value of any item of Company Partnership property differs from its Tax Basis, the amount of Book depreciation, depletion depletion, or amortization for a period with respect to such property will shall be computed so as to bear the same relationship to the Book Value of such property as the depreciation, depletion depletion, or amortization computed for tax purposes with respect to such property for such period bears to the Tax Basis of such property, unless another method is selected by the Executive Committee that is in compliance with Section 704 of the Code and the Treasury Regulations thereunder, and Section 6.10(b) of the Purchase Agreement, if applicable. If the Tax Basis of such property is zero, the Book depreciation, depletion depletion, or amortization with respect to such property will shall be computed by using a reasonable methodmethod consistent with the method that would be used for tax purposes if the Tax Basis of such property were greater than zero. (c) Allocations to the Capital Accounts of the Partners shall be based on the Book income or loss of the Partnership as determined pursuant to this Section 3.01. Such allocations shall be made as provided in the Agreement except to the extent modified by the provisions of this Article III.