Common use of Code Section 754 Adjustment Clause in Contracts

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.

Appears in 22 contracts

Samples: Limited Liability Company Agreement, Contribution Agreement (Southcross Energy Partners, L.P.), Contribution Agreement (American Midstream Partners, LP)

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Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.7041(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Allocation Regulations.

Appears in 12 contracts

Samples: Operating Agreement (National Credit & Guaranty CORP), Operating Agreement (National Credit & Guaranty CORP), Operating Agreement (National Credit & Guaranty CORP)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company Partnership 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 Accountscapital accounts, the amount of such adjustment to the Capital Accounts 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 Partners in a manner consistent with the manner in which their Capital Accounts capital accounts are required to be adjusted pursuant to the Allocation Regulations.

Appears in 11 contracts

Samples: Limited Partnership Agreement (Crestwood Midstream Partners LP), Merger Agreement (Crestwood Midstream Partners LP), Limited Partnership Agreement (Oiltanking Partners, L.P.)

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 Accountscapital accounts, the amount of such adjustment to the Capital Accounts 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 capital accounts are required to be adjusted pursuant to the Allocation Regulations.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Duncan Energy Partners L.P.), Limited Liability Company Agreement (Duncan Energy Partners L.P.), Limited Liability Company Agreement (Duncan Energy Partners L.P.)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Allocation Regulations.

Appears in 9 contracts

Samples: Capital Account Agreement, Operating Agreement (New Holland Credit Company, LLC), Operating Agreement (National Credit & Guaranty CORP)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company Partnership 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 Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Allocation Regulations.

Appears in 8 contracts

Samples: Agreement of Limited Partnership (MBOW Four Star, L.L.C.), General Partnership Agreement (El Paso Pipeline Partners, L.P.), General Partnership Agreement (El Paso Pipeline Partners, L.P.)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to under Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation Regulationsunder Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to under that Section of the Allocation Regulations.

Appears in 6 contracts

Samples: Operating Agreement (Advanced Na, LLC), Operating Agreement (Advanced Na, LLC), Operating Agreement (Advanced Na, LLC)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.704- 1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the 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 that Section of the Allocation Regulations.

Appears in 4 contracts

Samples: Operating Agreement, Operating Agreement, Operating Agreement (Bluerock Enhanced Multifamily Trust, Inc.)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.7041(b)(2)(iv)(m), to be taken into account in determining the Capital AccountsAccount, the amount of such the adjustment to the Capital Accounts Account 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 the gain or loss shall be specially allocated to the Members Member in a manner consistent with the manner in which their its Capital Accounts are Account is required to be adjusted pursuant to that Section of the Allocation Regulations.

Appears in 2 contracts

Samples: Operating Agreement (National Credit & Guaranty CORP), Operating Agreement (Kimball Hill, Inc.)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the adjustment to the Capital Accounts shall be treated as an as item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of the gain or loss shall be specially allocated to the Members interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Allocation Regulations.

Appears in 2 contracts

Samples: Operating Agreement (Hughes MRO, Ltd.), Operating Agreement (Hughes Water & Sewer, LTD)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section Code Sections 734(b) or 743(b) of the Code is required, pursuant to the Allocation RegulationsTreasury Regulations 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 Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Allocation Treasury Regulations.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Mach Natural Resources Lp), Limited Liability Company Agreement (Mach Natural Resources Lp)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section sections 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining Capital Accountscapital accounts, the amount of such adjustment to the Capital Accounts 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 capital accounts are required to be adjusted pursuant to the Allocation Regulations.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (OGE Enogex Partners L.P.), Limited Liability Company Agreement (OGE Enogex Partners L.P.)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that section of the Allocation Regulations.

Appears in 2 contracts

Samples: Operating Agreement (Titan Corp), Operating Agreement (L-3 Communications InfraredVision Technology CORP)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the 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 that Section of the Allocation Regulations.

Appears in 2 contracts

Samples: Operating Agreement, Limited Liability Company Agreement (Lakes Entertainment Inc)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to under Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation Regulationsunder Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Unit Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to under that Section of the Allocation Regulations.

Appears in 1 contract

Samples: Operating Agreement (Calton Inc)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the 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 that Section of the Allocation Regulations.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Point Blank Solutions, Inc.)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the 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 that section of the Allocation Regulations.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Kensington Capital Acquisition Corp.)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to under Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation Regulationsunder Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to under that Section of the Allocation Treasury Regulations.

Appears in 1 contract

Samples: Operating Agreement (Prime Hospitality Corp)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section l.7041 (b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Allocation Regulations.

Appears in 1 contract

Samples: Operating Agreement (National Credit & Guaranty CORP)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to under Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation Regulationsunder Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 If the adjustment decreases such basis), and such item of the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to under that Section of the Allocation Regulations.

Appears in 1 contract

Samples: Operating Agreement (Advanced Na, LLC)

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Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.704-1 (b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the 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 that Section of the Allocation Regulations.

Appears in 1 contract

Samples: Operating Agreement (DM Products, Inc.)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to under Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation Regulationsunder Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the 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 under that Section of the Allocation Treasury Regulations.

Appears in 1 contract

Samples: Agreement of Members (Prime Hospitality Corp)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.704-1, to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Allocation Regulations.

Appears in 1 contract

Samples: Operating Agreement (Hunting Dog Capital Corp.)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulations 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 increased 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 such section of the Allocation Regulations.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Energy Conversion Devices Inc)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, required pursuant to the Allocation Regulations, Regulation Section 1.704-l(b)(2)(iv)(m) to be taken into account in determining Capital Accountscapital accounts, the amount of such the adjustment to the Capital Accounts 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 the gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts capital accounts are required to be adjusted pursuant to that Section of the Allocation Regulations. 5.

Appears in 1 contract

Samples: Operating Agreement

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b734 (b) or 743(bCode Section743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation 1.704-l(b) (2) (iv) (m), to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that section of the Allocation Regulations.

Appears in 1 contract

Samples: Operating Agreement (Natex Corp/Ut)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.704-1 (b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Allocation Regulations.

Appears in 1 contract

Samples: Operating Agreement (National Credit & Guaranty CORP)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset Asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation Regulations, required 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 increased the basis of the assetAsset) 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 such Section 1.704-1(b)(2)(iv)(m) of the Allocation Regulations.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Ocean Biomedical, Inc.)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.7041β€”(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Allocation Regulations.

Appears in 1 contract

Samples: Operating Agreement (National Credit & Guaranty CORP)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the gain or loss shall be specially allocated to the Members Membership Interest Holders in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to those Sections of the Allocation Regulations.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Sylvan Learning Systems Inc)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, required pursuant to the Allocation Regulations, Regulation Section 1.704-l(b)(2)(iv)(m) to be taken into account in determining Capital Accountscapital accounts, the amount of such the adjustment to the Capital Accounts 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 the gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts capital accounts are required to be adjusted pursuant to that Section of the Allocation Regulations.

Appears in 1 contract

Samples: Operating Agreement (Terra Investment Fund LLC)

Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to the Allocation RegulationsRegulation Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such the 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 the 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 that Section of the Allocation Regulations.

Appears in 1 contract

Samples: Operating Agreement (Interstate Hotels & Resorts Inc)

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