Capital Account Deficiency, Qualified Income Offset and Minimum Gain Chargeback Sample Clauses

Capital Account Deficiency, Qualified Income Offset and Minimum Gain Chargeback. This Paragraph 11.10.3 shall apply only if at the close of any Partnership taxable year (a) the negative capital account balance of any Partner or Unitholder having a negative capital account balance (whether caused by Distributions or by allocations of Depreciation, Net Loss, Book Loss, Book Depreciation or items thereof) (a "Negative Balance") exceeds (b) such Partner's or Unitholder's share of Minimum Gain under Treas. Reg. (Section) 1.704-1(b)(4)(iv)(f), if any (the excess of clause (a) over clause (b) hereinafter is referred to as a "Capital Account Deficiency"). Notwithstanding the provisions of Paragraphs 11.10.1 and 11.10.2 hereof, an amount of Net Income arising from a Sale or Disposition of Partnership Property equal to the Capital Account Deficiency shall first be allocated to each Partner having a Negative Balance in the proportion in which such Partner's Negative Balance bears to the aggregate Negative Balance of all Partners and Unitholders ("Negative Balance Ratio"). In the event that the foregoing allocation would be insufficient to eliminate the Capital Account Deficiency, an amount of gross income (as defined in Code Section 61) of the Partnership necessary to eliminate the Capital Account Deficiency shall be allocated to each Partner and Unitholder with a Negative Balance Ratio. Any allocation under this Paragraph 11.10.3 shall, to the extent possible, be made at a time no later than the time at which the Capital Account Deficiency arises; provided, however, that in no event shall there be a reallocation of any item of income, gain, loss, or deduction among the Partners and Unitholders for prior years pursuant to this Agreement;