Minimum Gain. (i) Notwithstanding any other provision of this Agreement to the contrary, if the Partnership Minimum Gain on the last day of any fiscal year is less than the Partnership Minimum Gain on the last day of the immediately preceding fiscal year, then (before any other allocation of Partnership items for such year under this Agreement, other than as provided in paragraph (ii) below) there shall be specially allocated to each Partner items of Partnership income and gain for such year (and, if necessary, subsequent fiscal years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain (determined in accordance with Regulations Section 1.704-2(g)). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2)(i) and (iii). This Section 4.05(b)(i) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
(ii) Subsequent to any allocations under Section 4.05(b)(i) above, other than allocations of gain from the disposition of property subject to Partner Nonrecourse Debt, if Partner Minimum Gain on the last day of any fiscal year is less than the Partner Minimum Gain on the last day of the immediately preceding fiscal year, then, except as provided herein, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent fiscal years) in an amount equal to that Partner's share, if any, (determined in accordance with Regulations Section 1.704-2(i)(4)) of the net decrease in Partner Minimum Gain (such net decrease to be determined in a manner consistent with the provisions of Regulations Section 1.704-2(d) and 1.704-2(g)(3)). The items to be so allocated shall be determined in accordance with the provisions of Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii) and (iii). Notwithstanding the foregoing, no such special allocations of income and gain shall be made to the extent that the net decrease in Partner Minimum Gain described above arises because the liability ceases to be Partner Nonrecourse Debt due to a conversion, refinancing, or other change in the debt instrument that causes it to become partially or wholly a nonrecourse liability within the meaning of Regulations Section 1.752-1(a)(2). This Section 4.05(b)(ii) is intended to comply with the chargeback and other provisions of Regulations Section 1.704-2(i) and shall...
Minimum Gain. (a) Notwithstanding any other provision of this Section 7, if there is a net decrease in Partnership Minimum Gain during any Partnership fiscal year, each General Partner and Limited Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to the greater of (i) the portion of such person’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2) that is allocable to the disposition of Partnership Property subject to Nonrecourse Liabilities, determined in accordance with Treasury Regulations Section 1.704-2(d) or (ii) if such person would otherwise have a Capital Account deficit at the end of such year, an amount sufficient to eliminate such Capital Account deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each General Partner and Limited Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1 .704-2(b)(2) of the Treasury Regulations. This Section 7.4(a) is intended to comply with the minimum gain chargeback requirement in such section of the Treasury Regulations and shall be interpreted consistently therewith. To the extent permitted by such section of the Treasury Regulations and for purposes of this Section 7.4(a) only, each Partner’s Capital Account deficit shall be determined prior to any other allocations pursuant to this Section 7 with respect to such fiscal year and without regard to any net decrease in Partner Minimum Gain during such fiscal year.
Minimum Gain. Notwithstanding any other provision of this Article 8, if there is a net decrease in Company non-recourse debt or Member non-recourse debt, minimum gain shall be determined in accordance with the principles of Treasury Regulations Sections 1.704-2 and 1.704-2, and each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to the Member’s respective share of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2.
Minimum Gain. The term “Minimum Gain” shall mean the aggregate amount of gain, if any, that would be realized by the Company if, in a taxable transaction, it disposed of all Company property subject to Nonrecourse Liabilities of the Company (as defined in Regulations Section 1.704-2(b)(3)) in full satisfaction thereof (and for no other consideration). The Partners intend that Minimum Gain on Nonrecourse Liability shall be determined in accordance with the provisions of Regulations Section 1.704-2(d)(1).
Minimum Gain. The term "Minimum Gain" shall mean the amount determined by (i) computing for each Nonrecourse Liability of the Partnership any gain the Partnership would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability and (ii) aggregating the separately computed gains, as described in Regulations sections 1.704-1(b)(2)(iv) and 1.704-2(d), Partnership property is properly reflected on the books of the Partnership at a value different from the adjusted tax basis of such property, the calculation of Minimum Gain pursuant to the preceding sentence shall be made by reference to such book value.
Minimum Gain. The term “Minimum Gain” shall refer to the “Partnership Minimum Gain” as defined in Treasury Regulation Section 1.704-2(d).
Minimum Gain. Notwithstanding the foregoing provisions of this Article VI, if there is a net decrease in Partnership minimum gain (as defined in Regulation Section 1.704-2(d)(1)) during any Fiscal Year, each Partner shall be allocated items of income and gain for such period equal to that Partner's Share of the net decrease in Partnership minimum gain in accordance with the principles set forth in Regulation Section 1.704-2(f)(1).
Minimum Gain. Notwithstanding anything to the contrary in this Article III, if during any Fiscal Year of the Trust there is a net decrease in Trust minimum gain (as such term is defined by Treasury Regulations Sections 1.704-2(b)(2) and (d) with respect to partnership minimum gain), then each Owner shall be allocated Gross Income for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in the manner provided in Treasury Regulations Sections 1.704-2(f) and (j). Likewise, if there is a net decrease during any Fiscal Year in the minimum gain attributable to a Partner Nonrecourse Debt (as determined under Treasury Regulations Section 1.704-2(i)(3) with respect to partner nonrecourse debt), then any Owner with a share of the minimum gain attributable to such debt at the beginning of such Fiscal Year shall be allocated items of Gross Income for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in the manner provided in Treasury Regulations Section 1.704-2(i)(4). This Section 3.04 is intended to comply with, and shall be interpreted to be consistent with, the minimum gain chargeback requirements of Treasury Regulations Section 1.704-2.
Minimum Gain. Notwithstanding the allocation provided in Section ------------ 4.5 and except as otherwise provided in this Section 4.6, if there is a net decrease in LLC Minimum Gain during any fiscal year, each Member with a deficit Capital Account balance at the end of such fiscal year (decreased by the amount such Member is obligated to restore and the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations 1.704-2(g)(1) and 1.704-(2)(i)(5), and increased by the items set forth in Treasury Regulations (S)1.704-1(b)(2)(ii)(d)(4), (5) or (6)) shall be allocated items of gross income and gain for such fiscal year and, if necessary, for subsequent fiscal years, in an amount equal to such Member's share of the net decrease in such LLC Minimum Gain, determined in accordance with Treasury Regulations (S)1.704-2(g)(2). This provision is intended to satisfy the definition of a "minimum gain chargeback" as defined in Treasury Regulations (S)1.704-2(f), and the term "LLC Minimum Gain" shall have the meaning ascribed to the term "Partnership Minimum Gain" in Treasury Regulation 1.704-2(d).
Minimum Gain. As defined in Section 1.704-2(d) of the Regulations. A Partner’s share of Minimum Gain (and any net decrease thereof) at any time shall be determined in accordance with Regulation Section 1.704-2(g).
