Limitation on Loss Allocations; Qualified Income Offset Sample Clauses

Limitation on Loss Allocations; Qualified Income Offset. No Partner will be allocated any losses under Section 7.1(b) to the extent such allocation results in such Partner’s Capital Account being reduced below the lesser of zero or a deficit in excess of such Partner’s obligation to restore deficits on the dissolution of the Partnership (including deemed obligations to restore such deficits under Treasury Regulations §§ 1.704-2(g)(1) and 1.704-2(i)(5)) (the “Unpermitted Deficit”); any losses not allocable to a Partner under this sentence shall be allocated to the other Partners. Any Partner who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations § 1.704-l(b)(2)(ii)(d)(4), (5) or (6) that causes the Partner’s Capital Account (decreased by the items set forth in Treasury Regulations §§ 1.704-l(b)(2)(ii)(d)(4), (5) and (6)) to have an Unpermitted Deficit shall be allocated items of income and gain in an amount and manner sufficient to eliminate such Unpermitted Deficit as quickly as possible. This Section 7.1(c) is intended to comply with the alternate test for economic effect set forth in Treasury Regulations § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied in a manner consistent therewith.
Sample 1
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Limitation on Loss Allocations; Qualified Income Offset. Notwithstanding anything to the contrary contained in Section 5.1 hereof, no Partner shall be allocated net losses which would cause or increase a deficit balance in its Capital Account in excess of any actual or deemed obligation of such Partner to restore deficits (as defined in Regulations section 1.704-1(b)(2)(ii)(c)). If any Partner shall receive with respect to the Partnership an adjustment, allocation or distribution in the nature described in Regulations section 1.704-1(b)(2)(ii)(d)(4)-(6) which causes or increases a deficit in such Partner's Capital Account in excess of any actual or deemed obligation of such Partner to restore deficits (as defined in Regulations section 1.704-1(b)(2)(ii)(c)), such Partner shall be allocated items of income and gain in an amount and manner as will eliminate such deficit balance as quickly as possible; it being intended that this Section 5.4 shall constitute a "qualified income offset" within the meaning of Regulations section 1.704-1(b)(2)(ii)(d)(3).
Sample 1
Limitation on Loss Allocations; Qualified Income Offset. Notwithstanding anything to the contrary contained in Section 6.1 hereof, no Member shall be allocated net losses that would cause or increase a deficit balance in his, her or its Capital Account in excess of any actual or deemed obligation of such Member to restore deficits (as defined in Regulations section 1.704-1(b)(2)(ii)(c)). If any Member shall receive with respect to the Company an adjustment, allocation or distribution in the nature described in Regulations section 1.704-1(b)(2)(ii)(d)(4)-(6) which causes or increases a deficit in such Member's Capital Account in excess of any actual or deemed obligation of such Member to restore deficits (as defined in Regulations section 1.704-1(b)(2)(ii)(c)), such Member shall be allocated items of income and gain in an amount and manner as will eliminate such deficit balance as quickly as possible; it being intended that this Section 6.4 shall constitute a "qualified income offset" within the meaning of Regulations section 1.704-1(b)(2)(ii)(d)(3). Any allocations made under this Section 6.4 shall be taken into account in making allocations under Section 6.1 above so that, to the extent possible, and to the extent permitted by the Regulations, the cumulative allocations of net profits, net losses and other items and allocations under Section 6.1 and this Section 6.4 to each Member shall be equal to the net amount that would have been allocated to each Member if the allocations under this Section 6.4 had not been made.
Sample 1

Related to Limitation on Loss Allocations; Qualified Income Offset

  • Loss Allocation Limitation No allocation of Net Loss (or items thereof) shall be made to any Holder to the extent that such allocation would create or increase an Adjusted Capital Account Deficit with respect to such Holder.

  • Limitation on Allocation of Net Loss To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Partnership Common Units in accordance with their respective Percentage Interests with respect to Partnership Common Units and (y) thereafter, among the Holders of other classes of Partnership Units as determined by the General Partner, subject to the limitations of this Section 6.4.A(vi).

  • Limitation on Losses Notwithstanding anything else contained in this Agreement, Losses allocated to any Member pursuant to Section 9.1 of this Agreement shall not exceed the maximum amount of Losses that may be allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of the Fiscal Year for which the allocation is made.

  • Distributions and Allocations All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) and all allocations of income, profits, and loss shall be made 100% to the Member in accordance with its Membership Interest. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Member from the Company shall be treated as amounts distributed to the Member pursuant to this Section 7.3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.

  • Limitation on Shared-Loss Payment The Receiver shall not be required to make any payments pursuant to this Section 2.1 with respect to any Charge-Off of a Shared-Loss Asset that the Receiver or the Corporation determines, based upon the Examination Criteria, should not have been effected by the Assuming Institution; provided, (x) the Receiver must provide notice to the Assuming Institution detailing the grounds for not making such payment, (y) the Receiver must provide the Assuming Institution with a reasonable opportunity to cure any such deficiency and (z) (1) to the extent curable, if cured, the Receiver shall make payment with respect to any properly effected Charge-Off and (2) to the extent not curable, the Receiver shall make a payment as to all Charge-Offs (or portion of Charge-Offs) that were effected which would have been payable as a Charge-Off if the Assuming Institution had properly effected such Charge-Off. In the event that the Receiver does not make any payments with respect to any Charge-Off of a Shared-Loss Asset pursuant to this Section 2.1 or determines that a payment was improperly made, the Assuming Institution and the Receiver shall, upon final resolution, make such accounting adjustments and payments as may be necessary to give retroactive effect to such corrections. Failure to administer any Shared-Loss Asset or Assets, or Shared-Loss Securities, in accordance with Article III shall at the discretion of the Receiver constitute grounds for the loss of shared loss coverage with respect to such Shared-Loss Loan or Loans.

  • Deduction Limitation on Benefit Payments If the Bank reasonably anticipates that the Bank’s deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Bank to ensure that the entire amount of any distribution from this Agreement is deductible, the Bank may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executive’s death) at the earliest date the Bank reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).

  • Allocation of Applied Realized Loss Amounts Any Applied Realized Loss Amounts shall be allocated by the Trustee to the most junior Class of Subordinated Certificates then Outstanding in reduction of the Class Certificate Balance thereof.

  • Collections and Allocations (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two (2) Business Days after the receipt thereof) identify any Collections received by it as being on account of Interest Collections or Principal Collections and deposit all such Interest Collections or Principal Collections received directly by it into the Collection Account. The Servicer on behalf of the Borrower shall make such deposits or payments on the date indicated by wire transfer, in immediately available funds.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B 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 Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

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