General Allocation Provisions. Except as otherwise provided in this Agreement, all items that are components of Income or Loss will be divided among the Class A Members in the same proportions as they share such Income or Loss, as the case may be, for the year. For purposes of determining the Income, Loss or any other items for any period, Income, Loss or any such other items will be determined on a daily, monthly or other basis, as determined by the Board using any permissible method under Code § 706 and the Treasury Regulations thereunder.
General Allocation Provisions. Except as otherwise provided in this Agreement, all items that are components of Profit or Loss shall be divided among the Members in the same proportions as they share such Profit or Loss, as the case may be, for the year. For purposes of determining the Profit, Loss or any other items for any period, Profit, Loss or any such other items shall be determined on a daily, monthly or other basis, as determined by the Managers using any permissible method under Code § 706 and the Treasury Regulations thereunder.
General Allocation Provisions. Except as otherwise provided in this Agreement, all items that are components of net income or net loss shall be divided among the Partners in the same proportions as they share such net income or net loss, as the case may be, for the year. For purposes of determining the Income, Loss or any other items for any period, Income, Loss or any such other items shall be determined on a daily, monthly or other basis, as reasonably determined by the General Partner using any permissible method under Code Section 706 and the Treasury Regulations thereunder.
General Allocation Provisions. (a) If any assets of the Company are distributed in kind to the Interest Holders, those assets shall be valued at their fair market value, and any Interest Holder entitled to any interest in those assets shall receive that interest as a tenant-in-common with all other Interest Holders so entitled. Unless the Management Committee determines otherwise, the fair market value of the assets shall be determined by an independent appraiser who shall be selected by the Company. The Profit or Loss for each unsold asset shall be determined as if the asset had been sold at its fair market value, and the Profit or Loss shall be allocated as provided in sections 5.1 through 5.5 and shall be properly credited or charged to the Capital Accounts of the Interest Holders prior to the distribution of the assets under sections 5.7 and 5.8.
(b) The Management Committee is hereby authorized, upon the advice of the Company’s tax counsel, to amend this section 5 to comply with the Code and the Regulations promulgated under Code Section 704(b); provided, that no amendment shall materially affect distributions to an Interest Holder without the Interest Holder’s prior written consent.
(c) The Members are aware of the income tax consequences of the allocations made by this section 5 and hereby agree to be bound by the provisions of this section 5 in reporting their shares of Company income and losses for income tax purposes.
(d) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Management Committee using any permissible method under Code Section 706 and the Regulations thereunder.
(e) Solely for purposes of determining an Interest Holder’s proportionate share of the “excess non-recourse liabilities” of the Company within the meaning of Regulation Section 1.752-3(a)(3), the Interest Holders’ Interests in Company profits are in proportion to their Percentages.
(f) To the extent permitted by Regulation Section 1.704-2(h)(3), the Management Committee shall endeavor to treat distributions to Interest Holders as having been made from the proceeds of a Non-recourse Liability or a Member Non-recourse Liability only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Interest Holder.
(g) Except for arrangements expressly described in this Agreement, no Interest Holder shall enter...
General Allocation Provisions. For purposes of determining the Operating Income, Income, Loss or any other items for any period, Operating Income, Income, Loss or any such other items shall be determined on a daily basis, using any permissible method under Code Section 706 and the Treasury Regulations thereunder.
General Allocation Provisions. Subject to Section 5.3, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss, credit and deduction, for any Fiscal Year shall be allocated among the Members in a manner such that the Adjusted Capital Account (as determined without regard to clause (b) of the definition of “Adjusted Capital Account”) of each Member, immediately after making such allocation is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to this Agreement if CF LLC were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Values, all CF LLC liabilities were satisfied (limited with respect to each nonrecourse liability (as defined in Reg. §§ 1.704-2(b)(3) and 1.752-1(a)(2)) to the Gross Asset Value of the asset securing such liability), and the net assets of CF LLC were distributed in accordance with Section 4.1.2 immediately after making such allocation.
General Allocation Provisions. Except as otherwise provided in this Agreement, all items that are components of Income or Loss shall be divided among the Members in the same proportions as they share such Income or Loss, as the case may be, for the year. For purposes of determining the Income, Loss or any other items for any period, Income, Loss or any such other items shall be determined on a daily, monthly or other basis, on an accrual method of accounting. . Notwithstanding anything herein to the contrary, if in the determination of the Board of Managers or the Tax Matters Partner, any Member should be treated as having made any contribution to the capital of the Company with respect to services or the use of property, or a contribution of assets to the Company other than as provided herein, unless the Board of Managers determines otherwise, corresponding items of deduction, income, gain or loss to the Company shall be specially allocated as of offset to the Member determined to have made such contribution, to the extent necessary to preserve the Members’ intended economic arrangement
General Allocation Provisions. 8 ARTICLE 6. MANAGEMENT..........................................................8 Section 6.1 Management of the Business .........................8 Section 6.2 Election of Board Members ..........................8 Section 6.3 Rights and Powers of Board of Directors ............9 Section 6.4 Officers ..........................................11 Section 6.5 Matters Reserved Exclusively to Board of Directors ......................................13 Section 6.6 Certain Snap-on Proposals .........................15 Section 6.7
General Allocation Provisions. Except as otherwise provided in this Agreement, all items that are components of Income or Loss shall be divided among the Members in the same proportions as they share such net income or net loss, as the case may be, for the year. For purposes of determining the Income, Loss or any other items for any period, Income, Loss or any such other items shall be determined on a daily, monthly or other basis, as determined by the Members using any permissible method under Code Section 706 and the Treasury Regulations thereunder. Schedule D Agreed Value of the Company The undersigned, being all of the Members of First Computer Services, LLC (the "Company"), hereby determine that the Agreed Value of the Company, as defined in the Operating Agreement dated ______________, 2001, as may be amended, is $___________. Dated as of: 12-20-01 THE MEMBERS: FIRST AMERICAN CAPITAL CORP. By: /s/ Xxxx Xxxxx Xxxx Xxxxx Its: President FIRST ALLIANCE CORPORATION By: /s/ Xxxx Xxxx Xxxx Xxxx Its: President AMENDMENT OF OPERATING AGREEMENT AND WITHDRAWAL AND TRANSFER OF ASSETS
General Allocation Provisions. Subject to the other Sections in this Article, and subject to the provisions of Exhibit “D” attached hereto and by this reference incorporated into this Agreement (which Sections and provisions shall take precedence and priority over the provisions of this Section), the profits and losses of the Company and each item of income, gain, loss, deduction and credit entering into the computation thereof shall be allocated among the Members in percentages equal to their Membership Percentages.
