Deficit Capital Accounts and Qualified Income Offset. Notwithstanding any provisions of this Agreement to the contrary, an allocation of loss or deduction which would result in a party having a deficit Capital Account balance as of the end of the taxable year to which the allocation relates, if charged to the party, to the extent the Participant is not required to restore the deficit to the Partnership, taking into account:
Deficit Capital Accounts and Qualified Income Offset. Notwithstanding Section 2.11(b)(i) or (ii) hereof, no amounts will be allocated to any Shareholder to the extent such allocation would cause or increase a deficit balance in such Shareholder’s Book Capital Account (in excess of any dollar amount of such deficit balance that such Shareholder is obligated to restore under Treasury Regulation Section 1.704 1(b)(2)(ii)(c), taking into account the next to last sentence of Treasury Regulation Sections 1.704 2(g)(1) and (i)(5)) as of the end of the Portfolio’s fiscal year to which such allocation relates. In determining the extent to which an allocation would cause or increase a deficit balance in a Shareholder’s Book Capital Account, such Shareholder’s Book Capital Account shall be hypothetically decreased by the adjustments, allocations, and distributions described in paragraphs (4), (5), and (6) of Treasury Regulation Section 1.704 1(b)(2)(ii)(d). If any Holder unexpectedly receives an adjustment, allocation, or distribution described in paragraphs (4), (5), or (6) of Treasury Regulation Section 1.704 1(b)(2)(ii)(d), which adjustment, allocation, or distribution creates or increases a deficit balance in that Shareholder’s Book Capital Account, such Shareholder shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for such year) in an amount and manner sufficient to eliminate such deficit balance as quickly as possible; provided, however, that an allocation pursuant to this Section shall only be made if and to the extent that a Shareholder would have a deficit Book Capital Account balance after all other allocations provided in Section 2.11(b)(i) or (ii) hereof have been tentatively made. Any allocation made pursuant to this Section is intended to constitute a qualified income offset within the meaning of Treasury Regulation Section 1.704 1(b)(2)(ii)(d) and shall be interpreted in accordance therewith.
Deficit Capital Accounts and Qualified Income Offset. Notwithstanding Section 8(a) hereof, no amounts will be allocated to any Investor to the extent such allocation would cause or increase a deficit balance in such Investor's Book Capital Account (in excess of any dollar amount of such deficit balance that such Investor is obligated to restore under Treas. Reg. Section 1.704-1(b)(2)(ii)(c) - taking into account the next to last sentence of Treas. Reg. Sections 1.704-2(g)(1) and (i)(5)) as of the end of the Series' fiscal year to which such allocation relates. In determining the extent to which an allocation would cause or increase a deficit balance in an Investor's Book Capital Account, an Investor's Book Capital Account shall be hypothetically decreased by the adjustments, allocations and distributions described in paragraphs (4), (5) and (6)
Deficit Capital Accounts and Qualified Income Offset. Notwithstanding any provisions of this Agreement to the contrary, an allocation of loss or deduction which would result in a Participant having a deficit Capital Account balance as of the end of the taxable year to which the allocation relates, if charged to the Participant, (to the extent the Participant is not required to restore the deficit to the Partnership), taking into account:
Deficit Capital Accounts and Qualified Income Offset. Notwithstanding Section 8.1 of this Article VIII, no amounts will be allocated to any Holder to the extent such allocation would cause or increase a deficit balance in such Holder's Book Capital Account (in excess of any dollar amount of such deficit balance that such Holder is obligated to restore under Treas. Reg. Section 1.704-1(b)(2)(ii)(c)--taking into account the next to last sentence of Treas. Reg. Sections 1.704-2(g)(1) and (i)(5)) as of the end of the Trust's (or such series') fiscal year to which such allocation relates. In determining the extent to which an allocation would cause or increase a deficit balance in a Holder's Book Capital Account, such Holder's Book Capital Account shall be hypothetically decreased by the adjustments, allocations and distributions described in paragraphs (4), (5) and (6)
Deficit Capital Accounts and Qualified Income Offset. Notwithstanding any provisions of this Agreement to the contrary, an allocation of loss or deduction which would result in a Partner having a deficit Capital Account balance as of the end of the taxable year to which such allocation relates, if charged to such Partner, (to the extent such Partner is not required to restore such deficit to the Partnership), taking into account: (i) adjustments that, as of the end of such year, reasonably are expected to be made to such Partner's Capital Account for depletion allowances with respect to the Partnership's oil and gas properties; (ii) allocations of loss and deduction that, as of the end of such year, reasonably are expected to be made to such Partner pursuant to ..704(e)(2) and 706(d) of the Code and Treas. Reg. .1.751-1(b)(2)(ii); and (iii) distributions that, as of the end of such year, reasonably are expected to be made to such Partner to the extent they exceed offsetting increases to such Partner's Capital Account (assuming for this purpose that the fair market value of Partnership property equals its adjusted tax basis) that reasonably are expected to occur during (or prior to) the Partnership taxable years in which such distributions reasonably are expected to be made, shall be charged to the Managing General Partner; provided further, the Managing General Partner shall be credited with an additional amount of Partnership income or gain equal to the amount of such loss or deduction as quickly as possible (to the extent such chargeback does not cause or increase deficit balances in the Partners' Capital Accounts which are not required to be restored to the Partnership). Notwithstanding any provisions of this Agreement to the contrary, if such Partner unexpectedly receives an adjustment, allocation, or distribution described in (i), (ii), or (iii) above, or any other distribution, which causes or increases a deficit balance in such Partner's Capital Account which is not required to be restored to the Partnership, such Partner shall be allocated items of income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income, and gain for such year) in an amount and manner sufficient to eliminate such deficit balance as quickly as possible.
