Common use of Income Tax Allocations Clause in Contracts

Income Tax Allocations. (a) Except as otherwise provided in this Section 4.5, for federal, state and local income tax purposes each item of income, gain, loss and deduction of the Company shall be allocated to the Members in the same manner as such items are allocated for book purposes pursuant to this Article IV. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, 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 Value (computed in accordance with the definition of Value) using the remedial allocation method permitted by Treasury Regulation Section 1.704-3(d). (c) In the event the Value of any Company Asset is adjusted pursuant to subparagraph (ii) of the definition of Value, subsequent allocations of income, gain, loss, and deduction with respect to such Asset shall take account of any variation between the adjusted basis of such Asset for federal income tax purposes and its Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder, using the remedial allocation method permitted by Treasury Regulation Section 1.704-3(d). (d) Any items of loss or deduction attributable to property contributed by a Member shall to the extent of an amount equal to the excess of (i) the federal income tax basis of such property at the time of its contribution over (ii) the Value of such property at such time, be allocated in its entirety to such contributing Member and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Member (including a transferee of the contributing Member) shall be equal to its Value. (e) Allocations pursuant to this Section 4.5 are solely for federal, state, and local income taxes and shall not affect, or in any way 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.

Income Tax Allocations. (a) Except as otherwise provided in this Section 4.5, for federal, state and local income tax purposes each item All items of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated to the Members in the same manner as such items are allocated for book purposes pursuant to this Article IVthe corresponding item of Profits and Losses is allocated, except as provided in Section 5.4(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 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 Value (computed in accordance with the definition of Book Value) using the remedial allocation method permitted by Treasury Regulation Section 1.704-3(d). (c) . In the event the Value of that any Company Asset property is adjusted pursuant to subparagraph clause (ii) or (iv) of the definition of Book Value, subsequent allocations of income, gain, loss, loss and deduction with respect to such Asset property shall take account of any variation between the adjusted basis of such Asset property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the applicable Regulations thereunder. For purposes of such allocations, the Company shall elect the Designated Allocation Method, and in applying the Designated Allocation Method to depreciable property, the Company shall compute allocations using the method set forth on Schedule B. Subject to the provisions of Treasury Regulations thereunderSection 1.704-3, using the remedial allocation method permitted by Company may use different methods with respect to different items of property. (c) Any (i) recapture of depreciation deductions shall be allocated, in accordance with Treasury Regulations Section 1.1245-1(e), to the Members who received the benefit of such deductions (taking into account the effect of the Designated Allocation Method) and (ii) recapture of credits shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-3(d)1(b)(4)(ii) unless the applicable Code section shall otherwise require. (d) Any items of loss or deduction attributable to property contributed by a Member shall to the extent of an amount equal to the excess of (i) the federal income tax basis of such property at the time of its contribution over (ii) the Value of such property at such time, be allocated in its entirety to such contributing Member and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Member (including a transferee of the contributing Member) shall be equal to its Value. (e) Allocations pursuant to this Section 4.5 5.4 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 Member’s 's Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Income Tax Allocations. (a) Except as otherwise provided in this Section 4.5, for federal, state and local income tax purposes each item All items of income, gain, loss and deduction of the Company for Federal income tax purposes shall be allocated to the Members in the same manner as such items are allocated for book purposes pursuant to the corresponding item of Profits and Losses is allocated, except as otherwise provided in this Article IVSection 5.05. (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 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 Federal income tax purposes and its initial Value (computed in accordance with the definition of Book Value) using the remedial allocation method permitted by Treasury Regulation Section 1.704-3(d). (c) . In the event the Book Value of any Company Asset property is adjusted pursuant to subparagraph clause (ii) or (iv) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such Asset property shall take account of any variation between the adjusted basis of such Asset property for federal Federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the Treasury applicable Regulations thereunder. For purposes of the allocations pursuant to this Section 5.05(b), using the Company shall elect the remedial allocation method permitted by described in Treasury Regulation Section 1.704-3(d). (dc) Any items of loss or deduction attributable to property contributed by a Member shall to the extent of an amount equal to the excess of (i) recapture of depreciation, depletion, intangible drilling costs or any other item of deduction shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the federal income tax basis Members who received the benefit of such property at deductions (taking into account the time effect of its contribution over remedial allocations), and (ii) the Value recapture of such property at such time, credits shall be allocated to the Members in its entirety to such contributing Member and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Member (including a transferee of the contributing Member) shall be equal to its Valueaccordance with applicable law. (ed) Allocations pursuant to this Section 4.5 5.05 are solely for federalpurposes of Federal, state, and local income taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Income Tax Allocations. (a) Except as otherwise provided in this Section 4.5, for federal, state and local income tax purposes each item All items of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated to the Members in the same manner as such items are allocated for book purposes pursuant to this Article IVthe corresponding item of Profits and Losses is allocated, except as provided in Section 5.4(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 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 Value (computed in accordance with the definition of Book Value) using the remedial allocation method permitted by Treasury Regulation Section 1.704-3(d). (c) . In the event the Value of that any Company Asset property is adjusted pursuant to subparagraph clause (ii) or (iv) of the definition of Book Value, subsequent allocations of income, gain, loss, loss and deduction with respect to such Asset property shall take account of any variation between the adjusted basis of such Asset property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the applicable Regulations thereunder. For purposes of such allocations, the Company shall elect the Designated Allocation Method, and in applying the Designated Allocation Method to depreciable property, the Company shall compute allocations using the method set forth on Schedule B. Subject to the provisions of Treasury Regulations thereunderSection 1.704-3, using the remedial allocation method permitted by Company may use different methods with respect to different items of property. (c) Any (i) recapture of depreciation deductions shall be allocated, in accordance with Treasury Regulations Section 1.1245-1(e), to the Members who received the benefit of such deductions (taking into account the effect of the Designated Allocation Method) and (ii) recapture of credits shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-3(d). 1(b)(4)(ii) unless the applicable Code section shall otherwise require. (d) Any items of loss or deduction attributable to property contributed by a Member shall to the extent of an amount equal to the excess of (i) the federal income tax basis of such property at the time of its contribution over (ii) the Value of such property at such time, be allocated in its entirety to such contributing Member and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Member (including a transferee of the contributing Member) shall be equal to its Value. (e) Allocations pursuant to this Section 4.5 5.4 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 Member’s 's Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Income Tax Allocations. (a) Except as otherwise provided in this Section 4.5, for federal, state and local income tax purposes each item All items of income, gain, loss and deduction of the Company for Federal income tax purposes shall be allocated to the Members in the same manner as such items are allocated for book purposes pursuant to the corresponding item of Profits and Losses is allocated, except as otherwise provided in this Article IVSection 6.6. (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 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 Value (computed in accordance with the definition of Book Value) using the remedial allocation method permitted by Treasury Regulation Section 1.704-3(d). (c) . In the event the Book Value of any Company Asset property is adjusted pursuant to subparagraph clause (ii) or (iv) of the definition of Book Value, subsequent allocations of income, gain, loss, and deduction with respect to such Asset property shall take account of any variation between the adjusted basis of such Asset property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the applicable Regulations thereunder. (c) Any (i) recapture of depreciation, depletion, intangible drilling costs or any other item of deduction shall be allocated, in accordance with Treasury Regulations thereunderSections 1.1245-1(e) and 1.1254-5, using to the Members who received the benefit of such deductions (taking LIMITED LIABILITY COMPANY AGREEMENT XXXXXXXXX XXXXXX LLC into account the effect of remedial allocation method permitted by Treasury Regulation Section 1.704-3(dallocations), and (ii) recapture of credits shall be allocated to the Members in accordance with applicable law. (d) Any items of loss or deduction attributable to property contributed by a Member shall to the extent of an amount equal to the excess of (i) the federal income tax basis of such property at the time of its contribution over (ii) the Value of such property at such time, be allocated in its entirety to such contributing Member and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Member (including a transferee of the contributing Member) shall be equal to its Value. (e) Allocations pursuant to this Section 4.5 6.6 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 Member’s Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Income Tax Allocations. (a) Code § 704(c). Except as otherwise provided in this Section 4.54, for federal, state and local income tax purposes each item of income, gain, loss loss, and deduction of the Company for federal income tax purposes shall be allocated to among the Members in the same manner as that such items are allocated for book purposes pursuant to this Article IV. (b) Section 4. In accordance with Code Section § 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for income 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 Fair Market Value (computed in accordance with the definition of Value) using the remedial any allocation method permitted by Treasury Regulation Section Regulations § 1.704-3(d3(b). , (c) or (d) as selected by the Board of Directors. In the event the Fair Market Value of any Company Asset property is adjusted pursuant to subparagraph (ii) of the definition of ValueSection 3.3(a), subsequent allocations of income, gain, loss, and deduction with respect to such Asset property shall take account of any variation between the adjusted basis of such Asset asset for federal income tax purposes and its Fair Market Value in the same manner as under Code Section § 704(c) and the Treasury Regulations thereunder, using . Any elections or other decisions relating to such allocations shall be made by Board of Directors in any manner that reasonably reflects the remedial allocation method permitted by Treasury Regulation Section 1.704-3(d). (d) Any purpose and intention of this Agreement; provided that any items of loss or deduction attributable to property contributed by a Member shall shall, to the extent of an amount equal to the excess of (iA) the federal income tax basis of such property at the time of its contribution over (iiB) the Fair Market Value of such property at such time, be allocated in its entirety to such contributing Member and the tax basis of such property for purposes of computing the amounts of all items allocated to any other Member (including a transferee of the contributing Member) shall be equal to its Value. (e) Fair Market Value upon its contribution to the Company. Allocations pursuant to this Section 4.5 4.6 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 Member’s 's Capital Account or share of Profitsprofits, Losseslosses, other items, or distributions pursuant to any provision of this Agreement.