Code Section 704(c) Tax Allocations Sample Clauses

Code Section 704(c) Tax Allocations. Income, gain, loss and deduction as computed for income tax purposes with respect to Partnership property subject to Code Section 704(c) and/or Treasury Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Code Section and/or Treasury Regulation Section 1.704-1(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulation Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the Capital Accounts of the Partners.
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Code Section 704(c) Tax Allocations. When a variation exists between the adjusted basis of property contributed to the capital of the Partnership for federal income tax purposes and the initial Agreed Value of such property, or when an adjustment to the Agreed Value of any Partnership asset results in a variation between the adjusted basis of such asset for federal income tax purposes and its Agreed Value, the Partnership shall, solely for tax purposes, allocate the income, gain, loss and deduction with respect to such property among the Partners pursuant to any method allowable under Code § 704(c) and the Treasury Regulations promulgated thereunder. The General Partner shall make all elections or other decisions relating to allocations under Code § 704(c) and the related Treasury Regulations. Allocations pursuant to this Section occur solely for federal, state, and local tax purposes and shall not affect any Partner’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.
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Code Section 704(c) Tax Allocations. (a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the LLC will, solely for Tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of the property to the LLC for U.S. federal income tax purposes and its initial Carrying Value (i) using the “remedial method” under Regulations Section 1.704-3(d) with respect to (x) the Former Clearwire Assets and (y) Former Sprint Assets having Built-In Gains equal to 50% of the total Built-In Gains in the Former Sprint Assets (the assets described clause (y), “Sprint Remedial Assets”) and (ii) using the “traditional method” under Regulations Section 1.704-3(b) with respect to Former Sprint Assets having Built-In Gains equal to 50% of the total Built-In Gains in the Former Sprint Assets (the “Sprint Traditional Assets”). The Sprint Remedial Assets and Sprint Traditional Assets shall be designated in a manner such that the annual Tax deductions with respect to the Sprint Remedial Assets are, to the greatest extent possible, equal to the annual Tax deductions that would have been allocated with respect to the Sprint Traditional Assets had the LLC elected the remedial method with respect to the Sprint Traditional Assets. The Managing Member shall, as promptly as possible after the date hereof, designate the Former Sprint Assets as Sprint Remedial Assets and Sprint Traditional Assets, as the case may be, in accordance with the terms of this Section 5.8(a). Any disagreement concerning the designations of the Sprint Remedial Assets and the Sprint Traditional Assets will be resolved as provided in Section 5.11(e). (b) If the Carrying Value of any LLC asset is adjusted under clauses (i), (ii), or (iii) of the definition of Carrying Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset will take account of any variation between the Carrying Value thereof immediately before such adjustment and the Carrying Value thereof immediately after such adjustment (such difference, a “Reverse 704(c) Layer”) in accordance with the principles of Section 704(c) and Regulations Section 1.704-3(a)(6) using the “traditional method” under Regulations Section 1.704-3(b). For this purpose and except to the extent required by the Regulations, none of the adjusted basis of an asset shall be allocated to a Reverse 704(c) Layer. (c) Except as otherw...
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Code Section 704(c) Tax Allocations. (a) Income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Agreed Value pursuant to any method allowable under Code § 704(c) and the Treasury Regulations promulgated thereunder. (b) Any elections or other decisions relating to allocations under this Section 4.2 shall be determined by the vote of a Majority In Interest of the Members. Allocations pursuant to this Section 4.2 are solely for purposes of federal, state, and local taxes and shall not 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.
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Code Section 704(c) Tax Allocations. When a variation exists between the adjusted basis of property contributed to the capital of the LLC for federal income tax purposes and the initial Agreed Value of such property, the LLC shall allocate the income, gain, loss and deduction with respect to such property among the Members pursuant to any method allowable under Code § 704(c) and the Treasury Regulations promulgated thereunder as may be selected by the Majority Member. When an adjustment to the Agreed Value of any LLC asset results in a variation between the adjusted basis of such asset for federal income tax purposes and its Agreed Value, then the LLC shall subsequently allocate the income, gain, loss and deduction with respect to such asset among the Members pursuant to any method allowable under Code § 704(c) and the Treasury Regulations promulgated thereunder as may be selected by the Majority Member, The Majority Member shall make all elections or other decisions relating to allocations under Code § 704(c) and the related Treasury Regulations. Allocations pursuant to this Section 4.3 occur solely for federal, state, and local tax purposes (i.e., are not for “book” purposes or for determining Profits or Losses) and shall not affect any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.
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Code Section 704(c) Tax Allocations. Income, gain, loss and deduction with respect to any Section 704(c) Property shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the LLC for federal income tax purposes and its initial Agreed Value using any permissible method under Code § 704(c) and the Treasury Regulations promulgated thereunder, as determined by the Manager; provided, however, that no method other than the “traditional method” described in Treasury Regulations §1.704-3(b) may be selected without the written approval and consent by holders of at least fifty-one percent (51%) of the Class B Units. Notwithstanding any other provision of this Agreement, allocations pursuant to this Section 4.2 are solely for purposes of federal, state and local taxes and shall not be taken into account in computing any Member’s Capital Account, share of Profits, Losses, or distributions (including tax distributions pursuant to Section 3.1) pursuant to any provision of this Agreement.
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Code Section 704(c) Tax Allocations. (a) When a variation exists between the adjusted basis of property contributed or deemed contributed to the capital of the Partnership for federal income tax purposes (including pursuant to Rev. Rul. 99-5) and the Gross Asset Value of such property upon such contribution, the Partnership shall allocate the income, gain, loss and deduction with respect to such property among the Partners pursuant to the traditional method under Code § 704(c) and the Regulations promulgated thereunder (unless the Managing General Partner selects a different method in his sole and absolute discretion). When a variation exists between the adjusted basis of property in the Partnership and cash contributed or deemed contributed to the Partnership, the Partnership shall make reverse 704(c) allocations using Code Section 704(c) principles and the traditional method (unless the Managing General Partner selects a different method in his sole and absolute discretion). (b) Upon the occurrence of any of the events described in Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(5) and 1,704-1(B)(2)(iv)(m) the Capital Accounts of the Partners and Unit Holders shall be increased or decreased to reflect a revaluation of Partnership property on the Partnership’s books, in accordance with the requirements of Treasury Regulations Section 1.704-1(b)(2)(iv)(f) (a “Revaluation”), and the Capital Accounts of the Partners and Unit Holders shall thereafter be maintained in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) and other provisions of Treasury Regulations Section 1.704-1(b). Thereafter, for example, the Partnership shall make reverse 704(c) allocations as permitted by Treasury Regulation to reflect such Revaluation of assets. When an adjustment to the Gross Asset Value of any Partnership asset results in a variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value, then the Partnership shall subsequently allocate the income, gain, loss and deduction with respect to such asset among the Partners and Unit Holders pursuant to the traditional method allowable under Code § 704(c) and the Regulations promulgated thereunder unless another method is allowable and selected by the Managing General Partner in its sole and absolute discretion. (c) Allocations pursuant to Code Section occur 704(c) and the related Regulations apply solely for federal, state, and local tax purposes (i.e., are not for “book” purposes or for determining Pr...
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Code Section 704(c) Tax Allocations. In accordance with Code §704(c) and the related Treasury Regulations, income, gain, loss and deduction with respect to any property contributed to the capital of the Company, solely for tax purposes, will be allocated among the Members so as to take account of any variation between the adjusted basis to the Company of the property for federal income tax purposes and the initial Agreed Value of such property. The Managing Member shall make all elections or other decisions relating to allocations under Code §704(c) and the related Treasury Regulations. Allocations pursuant to this Section occur solely for federal, state, and local tax purposes and shall not affect any Member’s Capital Account or share of profits, losses, or other items or distributions pursuant to any provision of this Company Agreement.
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Related to Code Section 704(c) Tax Allocations

  • Tax Allocations; Code Section 704(c) (a) Except as otherwise provided in this Section 5.6, each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as such items are allocated for book purposes under this Article V. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss and deduction with respect to any Property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such Property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of “Gross Asset Value”). Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (b) In the event the Gross Asset Value of any Property is adjusted pursuant to subparagraph (ii) of the definition of “Gross Asset Value,” subsequent allocations of income, gain, loss and deduction with respect to such Property shall take account of any variation between the adjusted basis of such Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Such allocation shall be made in accordance with the “remedial method” described by Regulations Section 1.704-3(d). (c) In accordance with Regulations Sections 1.1245-1(e) and 1.250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.6(c), be characterized as “recapture income” in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as “recapture income.” (d) Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.6 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, Losses, other items or distributions pursuant to any provision of this Agreement.

  • 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.

  • Code Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, 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 item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

  • Income Tax Allocations (a) Except as provided in this Section 9.4, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under Sections 9.1, 9.2, 9.3 and 13.4(b). (b) In accordance with Code Section 704(c) and the applicable Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Gross Asset Value at the time of its contribution to the Company. If the Gross Asset Value of any Company property is adjusted in accordance with clause (c) or (d) of the definition of Gross Asset Value, then subsequent allocations of income, gain, loss and deduction shall take into account any variation between the adjusted basis of such property for federal income tax purposes and its Gross Asset Value as provided in Code Section 704(c) and the related Treasury Regulations. For purposes of such allocations, the Company shall elect the remedial allocation method described in Treasury Regulation Section 1.704-3(d). (c) All items of income, gain, loss, deduction and credit allocated to the Members in accordance with the provisions hereof and basis allocations recognized by the Company for federal income tax purposes shall be determined without regard to any election under Section 754 of the Code which may be made by the Company. (d) If any deductions for depreciation or cost recovery are recaptured as ordinary income upon the Transfer of Company properties, the ordinary income character of the gain from such Transfer shall be allocated among the Members in the same ratio as the deductions giving rise to such ordinary character were allocated.

  • Code Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining Capital Accounts, 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 item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Allocation Regulations.

  • 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.

  • Federal Income Tax Allocations If the Certificates have more than one beneficial owner for United States federal income tax purposes, then for United States federal income tax purposes each item of income, gain, loss, credit and deduction for a month shall be allocated to the Certificateholders as of the first Record Date following the end of such month in proportion to their Percentage Interests on such Record Date. The Depositor (or the Administrator in accordance with the Administration Agreement and Section 5.3) is authorized, in its sole discretion, (i) to modify the allocations in this paragraph if necessary or appropriate for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders or otherwise comply with the requirements of the Code and (ii) to determine whether or not to make any available tax elections such as an election under Sections 1278 or 754 of the Code.

  • Tax Allocation The Purchase Price shall be allocated in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this Agreement.

  • Code Section 280G In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 3(b), would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s benefits under Section 2 of this Agreement shall be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 3(b) shall be made in writing by the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 3(b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 3(b).

  • Treasury Regulations The term "Treasury Regulations" means the Income Tax Regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time.

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