Common use of Certain Additional Adjustments Clause in Contracts

Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of its Partnership Interest, 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 Holders in accordance with their Partnership Interests in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 5 contracts

Samples: Agreement (Shearson American REIT, Inc.), Agreement (Excel Trust, Inc.), Agreement (Excel Trust, Inc.)

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Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership Interestinterest, 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 Holders Members in accordance with their Partnership Interests respective Sharing Ratios in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 5 contracts

Samples: Unitholders Agreement, Unitholders Agreement, Limited Liability Company Agreement (Sunoco Logistics Partners L.P.)

Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership Membership Interest, 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 Holders Members in accordance with their Partnership Membership Interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Vince Holding Corp.), Membership Interest Purchase Agreement (XCel Brands, Inc.), Implementation Agreement (Peabody Energy Corp)

Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership Interestinterest in the Company, 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 Holders Members in accordance with their Partnership Interests interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders Member to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Zentalis Pharmaceuticals, Inc.), Limited Liability Company Agreement (Zentalis Pharmaceuticals, LLC), Limited Liability Company Agreement (Zentalis Pharmaceuticals, LLC)

Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section § 1.704-1(b)(2)(iv)(m)(2) or Regulations Section § 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership Interest, 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 Holders Members in accordance with their Partnership Interests in the Company in the event that Regulations Section § 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders Member to whom such distribution was made in the event that Regulations Section § 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Boardwalk Pipeline Partners, LP), Limited Liability Company Agreement (Boardwalk Pipeline Partners, LP)

Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership asset Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership Interest, 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 Holders Members in accordance with their Partnership Interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (BridgeBio Pharma LLC), Joint Venture and Operating Agreement (Rentech Inc /Co/)

Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1.704- 1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership Interest, 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 Holders Members in accordance with their Partnership Interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Onconova Therapeutics, Inc.)

Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership InterestUnits, 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 among the Members in proportion to the Holders in accordance with their Partnership relative Percentage Interests in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Granite Peak Resources, LLC)

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Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership Interest, 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 Holders Members in accordance with their Partnership Percentage Interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Gates Engineering & Services FZCO)

Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1.704 1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1.704- 1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership Interest, 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 Holders Members in accordance with their Partnership Interests in the Company in the event that Regulations Section 1.704-1.704 1(b)(2)(iv)(m)(2) applies, or to the Holders Members to whom such distribution was made in the event that Regulations Section 1.704-1.704 1(b)(2)(iv)(m)(4) applies.

Appears in 1 contract

Samples: Operating Agreement (Rallybio Holdings, LLC)

Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership InterestMembership Interests, 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 Holders Members in accordance with their Partnership Percentage Interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Delek Logistics Partners, LP)

Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership Interestinterest in the Company, 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 Holders Members in accordance with their Partnership Interests interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders Member to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Philadelphia Energy Solutions Inc.)

Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Partnership Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder Member in complete liquidation of its Partnership Interest, 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 Holders Members in accordance with their Partnership Interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cipher Mining Inc.)

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