Common use of Determinations of Allocations and Distributions Clause in Contracts

Determinations of Allocations and Distributions. Distributable Cash, Income, Investment Income, costs, deductions, Profits and Losses allocable to the Partners shall be distributed or allocated, as the case may be, to the Persons who were Partners, as of the last day of the fiscal period for which the distribution or allocation is to be made, except that in any fiscal period in which a Partner sells, assigns or transfers all or any part of such Partner's Interest to any Person who during the fiscal period is admitted as a Substituted Partner, the Distributable Cash, Income, Investment Income, costs, deductions, Profits and Losses attributable to the Interest so sold, assigned or transferred shall, subject to the provisions of Section 10.2 of this Agreement, be allocated between the transferor and the transferee on the basis of the number of days in the fiscal period before the admission, and on and after the admission, of the transferee as a Substituted Partner; provided, however, that the Distributable Cash attributable to a Sale of a Producing Property shall be distributed to those Partners who are Partners on the day the distribution of such Distributable Cash occurs. The Managing Partners shall inform the other Partners of the occurrence and terms of any such Sale by the Production Partnership as soon as practicable after such Sale has been consummated. ARTICLE SIX Transferability of Managing Partner's Interests ----------------------------------------------- Section 6.1. Transferability of Managing Partner's Interest ------------------------------------------------------------ A. Except as provided in Sections 6.lB and 6.2B, each of the Xxxaging Partners shall not have the right to retire, withdraw, transfer or assign its Managing Partner Interest, except that there may be substituted in its stead as Managing Partner any entity that has, by merger, consolidation or otherwise, acquired substantially all of its assets or capital stock and continued its business. B. Each Managing Partner may, upon at least ninety days' written notice to the Limited Partnership and the other Managing Partner, cause the Production Partnership to distribute, in partial liquidation of its Interest in the Production Partnership, to such Managing Partner fractional, undivided interests in the Producing Properties of the Production Partnership (such interest of a Managing Partner in a Producing Property distributed is hereinafter referred to as the "Distributed Interest") up to an aggregate interest equal in value to 75% of the value of the Producing Properties of the Production Partnership that it would have been entitled to upon a hypothetical liquidation of the Production Partnership after application of the provisions of Section 8.2 of this Agreement (the interest in a Producing Property of a Managing Partner retained in the Production Partnership is hereinafter referred to as the "Retained Interest") provided, however, that no such distribution shall occur (i) more than once with respect to a Managing Partner, (ii) prior to seven years after the Activation of the Production Partnership and (iii) unless such Managing Partner obtains an opinion of counsel to the Production Partnership to the effect that such distribution will not result in any material adverse tax consequence to the other Managing Partner or to the Limited Partners. Notwithstanding anything to the contrary in this Agreement, in the event that any such distribution is made, appropriate adjustments shall be made in the Capital Accounts of the Partners and in the allocation of Production Partnership Income and costs to assure that the other Managing Partner will not share or participate in any of the capital, costs, Income, or distributions attributable to the Producing Properties of the Production Partnership except to the extent of the Retained Interest of such Managing Partner.

Appears in 3 contracts

Samples: Partnership Agreement (Geodyne Energy Income LTD Partnership I-F), Partnership Agreement (Geodyne Energy Income LTD Partnership I-F), Partnership Agreement (Geodyne Energy Income LTD Partnership I-F)

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Determinations of Allocations and Distributions. Among Partners ------------------------------------------------------------------- A. Except as set forth in Section 5.lA, all Distributable Cash xxxtributed to the Limited Partners, as a class, and all Profits and Losses and each item of Income, gain, loss, cost, deduction or credit allocated to the Limited Partners, as a class, shall be distributed or allocated, as the case may be, to each Limited Partner in the ratio that the Capital Contribution of such Limited Partner bears to the total Capital Contributions of all Limited Partners. B. Distributable Cash, Income, Investment Income, costs, deductions, Profits and Losses allocable and each item of Income, gain, loss, cost, deduction or credit distributed or allocated to the Partners shall be distributed or allocated, as the case may be, to the Persons who were Partners, subject to the provisions of Section 10.2 of this Agreement, as of the last day of the fiscal period for which the distribution or allocation is to be made, except that in any fiscal period in which a Partner sells, assigns or transfers all or any part of such Partner's Interest to any Person who during the fiscal period is admitted as a Substituted Partner, the Distributable Cash, Income, Investment Income, costs, deductions, Profits and Losses and each item of Income, gain, loss, cost, deduction or credit attributable to the Interest so sold, assigned or transferred shall, subject to the provisions of Section 10.2 of this Agreement, shall be allocated between the transferor and the transferee on the basis of the number of days in the fiscal period before the admission, and on and after the admission, of the transferee as a Substituted Partner; provided, however, that the Distributable Cash attributable to a Sale of a Producing Property by the Production Partnership shall be distributed to those Partners who are Partners on the day the distribution of such Distributable Cash occurs. The Managing General Partners shall inform the other Limited Partners of the occurrence and terms of any such Sale by the Production Partnership as soon as practicable after such Sale has been consummated. ARTICLE SIX Transferability . C. The Limited Partnership's share of Managing Partnerthe Production Partnership's Interests ----------------------------------------------- Section 6.1. Transferability of Managing Partner's Interest ------------------------------------------------------------ A. Except as provided adjusted basis in Sections 6.lB and 6.2B, each of its Producing Properties (allocated pursuant to the Xxxaging Managing Partners' and the Limited Partnership's interests in Production Partnership capital at the date of acquisition of the respective Producing Properties) shall be allocated pursuant to Section 613A(c) (7) (D) of the Code among the Partners shall not have in proportion to the right to retire, withdraw, transfer or assign its Managing Partner Interest, except that there may be substituted interest of each in its stead as Managing Partner any entity that has, by merger, consolidation or otherwise, acquired substantially all of its assets or capital stock and continued its business. B. Each Managing Partner may, upon at least ninety days' written notice to the Limited Partnership capital ultimately used to acquire that property. D. All items of Income, gain, loss, deduction and credit allowable for Federal income tax purposes and all recapture of such deductions and credits shall be allocated and charged or credited to the other Managing Partner, cause the Production Partnership to distribute, in partial liquidation of its Interest Partners in the Production Partnershipsame manner that the revenues, costs or expenses giving rise to such Managing items of Income, gain, loss, deduction and credit are allocated and charged. Federal income tax deductions for cost or percentage depletion with respect to any Producing Property shall be determined at the Partner fractional, undivided interests level and shall be determined in the case of percentage depletion on the same basis that Income from the Producing Properties Property is allocated. E. The Capital Account of each Partner shall be credited or debited with its Capital Contribution and distributions of Distributable Cash, by the adjusted basis of partnership property distributed in kind and with its share of Income, gain, loss, and deductions of the Production Limited Partnership. Solely for purposes of making adjustments to Capital Accounts, the Limited Partnership shall compute a simulated depletion allowance on each oil and gas property using that method, as between the cost depletion method or the percentage depletion method (without regard to limitations which could apply to less than all the Partners such interest of a Managing Partner in a Producing Property distributed is hereinafter referred to as the "Distributed Interest"quantity limitations of Code Section 613A(c)(3)) up to an aggregate interest equal which results in value to 75% the greatest simulated depletion allowance. The Limited Partnership's simulated depletion allowance shall reduce each Partner's Capital Account in the same proportion as such Partner's share of the value adjusted basis of such property as determined in Section 5.3C above. In no event shall the Producing Properties of the Production Partnership that it would have been entitled to upon a hypothetical liquidation of the Production Partnership after application of the provisions of Section 8.2 of this Agreement (the interest in a Producing Property of a Managing Partner retained in the Production Partnership is hereinafter referred to as the "Retained Interest") provided, however, that no such distribution shall occur (i) more than once Limited Partnership's aggregate simulated depletion allowances with respect to a Managing Partnerproperty exceed the Limited Partnership's adjusted basis in such property (maintained solely for Capital Account purposes). Upon the taxable disposition of all oil or gas property by the Limited Partnership, the Limited Partnership's gain or loss shall be determined (iisolely for Capital Account purposes) prior by subtracting its adjusted basis in such property (maintained solely for Capita1 Account purposes) from the amount realized from such disposition. Any resultant simulated gain shall be allocated to seven years after the Activation Partners in the same manner as that portion of the Production Partnership and amount realized from such disposition which exceeds the Limited Partnership's adjusted basis in such property (iiimaintained solely for Capital Account purposes) unless such Managing Partner obtains an opinion of counsel is allocated to the Production Partnership Partners and shall increase such Partners' Capital Accounts accordingly. Any resultant simulated loss shall be allocated to the effect that such distribution will not result in any material adverse tax consequence to the other Managing Partner or to the Limited Partners. Notwithstanding anything to the contrary in this Agreement, Partners in the event that any same proportion as such distribution is made, appropriate adjustments Partners (or their predecessors in interest) were allocated adjusted basis under Section 5.3C with respect to such property and shall be made in the reduce such Partners' Capital Accounts accordingly. F. The Capital Accounts of those Partners which are charged with an expense shall be credited with any portion of that expense which is finally determined, judicially or administratively, to be nondeductible for Federal income tax purposes, less any amortization or depreciation thereof incurred prior to the Partners and in the allocation of Production Partnership Income and costs to assure date that the other Managing Partner will not share or participate in any of the capital, costs, Income, or distributions attributable to the Producing Properties of the Production Partnership except to the extent of the Retained Interest of such Managing Partnercredit is made.

Appears in 1 contract

Samples: Limited Partnership Agreement (Geodyne Energy Income LTD Partnership I-F)

Determinations of Allocations and Distributions. Among Partners ------------------------------------------------------------- A. Except as set forth in Section 5.lA, all Distributable Cash xxxtributed to the Limited Partners, as a class, and all Profits and Losses and each item of Income, gain, loss, cost, deduction or credit allocated to the Limited Partners, as a class, shall be distributed or allocated, as the case may be, to each Limited Partner in the ratio that the Capital Contribution of such Limited Partner bears to the total Capital Contributions of all Limited Partners. B. Distributable Cash, Income, Investment Income, costs, deductions, Profits and Losses allocable and each item of Income, gain, loss, cost, deduction or credit distributed or allocated to the Partners shall be distributed or allocated, as the case may be, to the Persons who were Partners, subject to the provisions of Section 10.2 of this Agreement, as of the last day of the fiscal period for which the distribution or allocation is to be made, except that in any fiscal period in which a Partner sells, assigns or transfers all or any part of such Partner's Interest to any Person who during the fiscal period is admitted as a Substituted Partner, the Distributable Cash, Income, Investment Income, costs, deductions, Profits and Losses and each item of Income, gain, loss, cost, deduction or credit attributable to the Interest so sold, assigned or transferred shall, subject to the provisions of Section 10.2 of this Agreement, shall be allocated between the transferor and the transferee on the basis of the number of days in the fiscal period before the admission, and on and after the admission, of the transferee as a Substituted Partner; provided, however, that the Distributable Cash attributable to a Sale of a Producing Property by the Production Partnership shall be distributed to those Partners who are Partners on the day the distribution of such Distributable Cash occurs. The Managing General Partners shall inform the other Limited Partners of the occurrence and terms of any such Sale by the Production Partnership as soon as practicable after such Sale has been consummated. C. The Limited Partnership's share of the Production Partnership's adjusted basis in each of its Producing Properties (allocated pursuant to the Managing Partners' and the Limited Partnership's interests in Production Partnership capital at the date of acquisition of the respective Producing Properties) shall be allocated pursuant to Section 613A(c) (7) (D) of the Code among the Partners in proportion to the interest of each in the Limited Partnership capital ultimately used to acquire that property. D. All items of Income, gain, loss, deduction and credit allowable for Federal income tax purposes and all recapture of such deductions and credits shall be allocated and charged or credited to the Partners in the same manner that the revenues, costs or expenses giving rise to such items of Income, gain, loss, deduction and credit are allocated and charged. Federal income tax deductions for cost or percentage depletion with respect to any Producing Property shall be determined at the Partner level and shall be determined in the case of percentage depletion on the same basis that Income from the Producing Property is allocated. E. The Capital Account of each Partner shall be credited or debited with its Capital Contribution and distributions of Distributable Cash, by the adjusted basis of partnership property distributed in kind and with its share of Income, gain, loss, and deductions of the Limited Partnership. Solely for purposes of making adjustments to Capital Accounts, the Limited Partnership shall compute a simulated depletion allowance on each oil and gas property using that method, as between the cost depletion method or the percentage depletion method (without regard to limitations which could apply to less than all the Partners such as the quantity limitations of Code Section 613A(c)(3)) which results in the greatest simulated depletion allowance. The Limited Partnership's simulated depletion allowance shall reduce each Partner's Capital Account in the same proportion as such Partner's share of the adjusted basis of such property as determined in Section 5.3C above. In no event shall the Limited Partnership's aggregate simulated depletion allowances with respect to a property exceed the Limited Partnership's adjusted basis in such property (maintained solely for Capital Account purposes). Upon the taxable disposition of all oil or gas property by the Limited Partnership, the Limited Partnership's gain or loss shall be determined (solely for Capital Account purposes) by subtracting its adjusted basis in such property (maintained solely for Capita1 Account purposes) from the amount realized from such disposition. Any resultant simulated gain shall be allocated to the Partners in the same manner as that portion of the amount realized from such disposition which exceeds the Limited Partnership's adjusted basis in such property (maintained solely for Capital Account purposes) is allocated to the Partners and shall increase such Partners' Capital Accounts accordingly. Any resultant simulated loss shall be allocated to the Partners in the same proportion as such Partners (or their predecessors in interest) were allocated adjusted basis under Section 5.3C with respect to such property and shall reduce such Partners' Capital Accounts accordingly. F. The Capital Accounts of those Partners which are charged with an expense shall be credited with any portion of that expense which is finally determined, judicially or administratively, to be nondeductible for Federal income tax purposes, less any amortization or depreciation thereof incurred prior to the date that the credit is made. ARTICLE SIX Non-Transferability of Managing Partner's Interests General Partner Interest ----------------------------------------------- Section 6.1. Non-Transferability of Managing Partner's General Partner Interest ------------------------------------------------------------ A. ------------------------------------------------------------- Except as provided in Sections 6.lB and Section 6.2B, each of the Xxxaging Partners a General Partner (including by definition any successor General Partner) shall not have the right to retire, withdraw, transfer or assign its Managing General Partner Interest, except that there may be substituted in its stead as Managing General Partner any entity that has, by merger, consolidation or otherwise, acquired substantially all of its assets or capital stock and continued its business. B. Each Managing Partner may, upon at least ninety days' written notice to the Limited Partnership and the other Managing Partner, cause the Production Partnership to distribute, in partial liquidation of its Interest in the Production Partnership, to such Managing Partner fractional, undivided interests in the Producing Properties of the Production Partnership (such interest of a Managing Partner in a Producing Property distributed is hereinafter referred to as the "Distributed Interest") up to an aggregate interest equal in value to 75% of the value of the Producing Properties of the Production Partnership that it would have been entitled to upon a hypothetical liquidation of the Production Partnership after application of the provisions of Section 8.2 of this Agreement (the interest in a Producing Property of a Managing Partner retained in the Production Partnership is hereinafter referred to as the "Retained Interest") provided, however, that no such distribution shall occur (i) more than once with respect to a Managing Partner, (ii) prior to seven years after the Activation of the Production Partnership and (iii) unless such Managing Partner obtains an opinion of counsel to the Production Partnership to the effect that such distribution will not result in any material adverse tax consequence to the other Managing Partner or to the Limited Partners. Notwithstanding anything to the contrary in this Agreement, in the event that any such distribution is made, appropriate adjustments shall be made in the Capital Accounts of the Partners and in the allocation of Production Partnership Income and costs to assure that the other Managing Partner will not share or participate in any of the capital, costs, Income, or distributions attributable to the Producing Properties of the Production Partnership except to the extent of the Retained Interest of such Managing Partner.

Appears in 1 contract

Samples: Limited Partnership Agreement (Geodyne Energy Income LTD Partnership I-F)

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Determinations of Allocations and Distributions. Among Partners ------------------------------------------------------------------- A. Except as set forth in Section 5.lA, all Distributable Cash xxxtributed to the Limited Partners, as a class, and all Profits and Losses and each item of Income, gain, loss, cost, deduction or credit allocated to the Limited Partners, as a class, shall be distributed or allocated, as the case may be, to each Limited Partner in the ratio that the Capital Contribution of such Limited Partner bears to the total Capital Contributions of all Limited Partners. B. Distributable Cash, Income, Investment Income, costs, deductions, Profits and Losses allocable and each item of Income, gain, loss, cost, deduction or credit distributed or allocated to the Partners shall be distributed or allocated, as the case may be, to the Persons who were Partners, subject to the provisions of Section 10.2 of this Agreement, as of the last day of the fiscal period for which the distribution or allocation is to be made, except that in any fiscal period in which a Partner sells, assigns or transfers all or any part of such Partner's Interest to any Person who during the fiscal period is admitted as a Substituted Partner, the Distributable Cash, Income, Investment Income, costs, deductions, Profits and Losses and each item of Income, gain, loss, cost, deduction or credit attributable to the Interest so sold, assigned or transferred shall, subject to the provisions of Section 10.2 of this Agreement, shall be allocated between the transferor and the transferee on the basis of the number of days in the fiscal period before the admission, and on and after the admission, of the transferee as a Substituted Partner; provided, however, that the Distributable Cash attributable to a Sale of a Producing Property by the Production Partnership shall be distributed to those Partners who are Partners on the day the distribution of such Distributable Cash occurs. The Managing General Partners shall inform the other Limited Partners of the occurrence and terms of any such Sale by the Production Partnership as soon as practicable after such Sale has been consummated. C. The Limited Partnership's share of the Production Partnership's adjusted basis in each of its Producing Properties (allocated pursuant to the Managing Partners' and the Limited Partnership's interests in Production Partnership capital at the date of acquisition of the respective Producing Properties) shall be allocated pursuant to Section 613A(c) (7) (D) of the Code among the Partners in proportion to the interest of each in the Limited Partnership capital ultimately used to acquire that property. D. All items of Income, gain, loss, deduction and credit allowable for Federal income tax purposes and all recapture of such deductions and credits shall be allocated and charged or credited to the Partners in the same manner that the revenues, costs or expenses giving rise to such items of Income, gain, loss, deduction and credit are allocated and charged. Federal income tax deductions for cost or percentage depletion with respect to any Producing Property shall be determined at the Partner level and shall be determined in the case of percentage depletion on the same basis that Income from the Producing Property is allocated. E. The Capital Account of each Partner shall be credited or debited with its Capital Contribution and distributions of Distributable Cash, by the adjusted basis of partnership property distributed in kind and with its share of Income, gain, loss, and deductions of the Limited Partnership. Solely for purposes of making adjustments to Capital Accounts, the Limited Partnership shall compute a simulated depletion allowance on each oil and gas property using that method, as between the cost depletion method or the percentage depletion method (without regard to limitations which could apply to less than all the Partners such as the quantity limitations of Code Section 613A(c)(3)) which results in the greatest simulated depletion allowance. The Limited Partnership's simulated depletion allowance shall reduce each Partner's Capital Account in the same proportion as such Partner's share of the adjusted basis of such property as determined in Section 5.3C above. In no event shall the Limited Partnership's aggregate simulated depletion allowances with respect to a property exceed the Limited Partnership's adjusted basis in such property (maintained solely for Capital Account purposes). Upon the taxable disposition of all oil or gas property by the Limited Partnership, the Limited Partnership's gain or loss shall be determined (solely for Capital Account purposes) by subtracting its adjusted basis in such property (maintained solely for Capita1 Account purposes) from the amount realized from such disposition. Any resultant simulated gain shall be allocated to the Partners in the same manner as that portion of the amount realized from such disposition which exceeds the Limited Partnership's adjusted basis in such property (maintained solely for Capital Account purposes) is allocated to the Partners and shall increase such Partners' Capital Accounts accordingly. Any resultant simulated loss shall be allocated to the Partners in the same proportion as such Partners (or their predecessors in interest) were allocated adjusted basis under Section 5.3C with respect to such property and shall reduce such Partners' Capital Accounts accordingly. F. The Capital Accounts of those Partners which are charged with an expense shall be credited with any portion of that expense which is finally determined, judicially or administratively, to be nondeductible for Federal income tax purposes, less any amortization or depreciation thereof incurred prior to the date that the credit is made. ARTICLE SIX Non-Transferability of Managing Partner's Interests General Partner Interest ----------------------------------------------- Section 6.1. Non-Transferability of Managing Partner's General Partner Interest ------------------------------------------------------------ A. ------------------------------------------------------------- Except as provided in Sections 6.lB and Section 6.2B, each of the Xxxaging Partners a General Partner (including by definition any successor General Partner) shall not have the right to retire, withdraw, transfer or assign its Managing General Partner Interest, except that there may be substituted in its stead as Managing General Partner any entity that has, by merger, consolidation or otherwise, acquired substantially all of its assets or capital stock and continued its business. B. Each Managing Partner may, upon at least ninety days' written notice to the Limited Partnership and the other Managing Partner, cause the Production Partnership to distribute, in partial liquidation of its Interest in the Production Partnership, to such Managing Partner fractional, undivided interests in the Producing Properties of the Production Partnership (such interest of a Managing Partner in a Producing Property distributed is hereinafter referred to as the "Distributed Interest") up to an aggregate interest equal in value to 75% of the value of the Producing Properties of the Production Partnership that it would have been entitled to upon a hypothetical liquidation of the Production Partnership after application of the provisions of Section 8.2 of this Agreement (the interest in a Producing Property of a Managing Partner retained in the Production Partnership is hereinafter referred to as the "Retained Interest") provided, however, that no such distribution shall occur (i) more than once with respect to a Managing Partner, (ii) prior to seven years after the Activation of the Production Partnership and (iii) unless such Managing Partner obtains an opinion of counsel to the Production Partnership to the effect that such distribution will not result in any material adverse tax consequence to the other Managing Partner or to the Limited Partners. Notwithstanding anything to the contrary in this Agreement, in the event that any such distribution is made, appropriate adjustments shall be made in the Capital Accounts of the Partners and in the allocation of Production Partnership Income and costs to assure that the other Managing Partner will not share or participate in any of the capital, costs, Income, or distributions attributable to the Producing Properties of the Production Partnership except to the extent of the Retained Interest of such Managing Partner.

Appears in 1 contract

Samples: Limited Partnership Agreement (Geodyne Energy Income LTD Partnership I-F)

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