Minimum Gain Chargeback and Qualified Income Offset Sample Clauses

Minimum Gain Chargeback and Qualified Income Offset. This Section 11.4.3 shall apply only if at the close of any Partnership taxable year (a) any Partner would have a negative capital account balance (whether caused by distributions or by allocations of depreciation, Net Loss, Book Depreciation, Book Amortization, Book Loss or items thereof) ("Negative Balance") exceeding (b) such Partner's share of the Partnership's minimum gain, if any, (the excess of clause (a) over clause (b) hereinafter is referred to as "Capital Account Deficiency"). Notwithstanding the provisions of Section 11.4.1 and 11.4.2 hereof, an amount of Net Income arising from a Sale or Disposition of a Partnership Property equal to the Capital Account Deficiency shall first be allocated to each Partner having a Negative Balance in the proportion in which such Partner's Negative Balance bears to the aggregate Negative Balances of all Partners ("Negative Balance Ratio"). In the event that the foregoing allocation would be insufficient to eliminate the Capital Account Deficiency, an amount of gross income (as defined in Section 61 of the Code) of the Partnership necessary to eliminate the Capital Account Deficiency shall be allocated to each Partner with a Negative Balance in proportion to the Partner's Negative Balance Ratio. Any allocation under this Section 11.4.3 shall, to the extent possible be made at a time no later than the time at which the Capital Account Deficiency arises; provided, however, that in no event shall there be a reallocation of any item of income, gain, loss, or deduction allocated among the Partners for prior years pursuant to this Agreement. This Section 11.4.3 is intended to comply with the minimum gain chargeback requirement of Treas. Reg. Sections l.704-1(b)(4)(iv)(e) and with the qualified income offset requirement of Treas. Reg. Sections 1.704-1(b)(2)(d).

Minimum Gain Chargeback and Qualified Income Offset. (1) Notwithstanding anything to the contrary set forth in this Agreement, if at the close of any taxable year (A) the foregoing allocation provisions of this Article III and the distribution provisions of this Agreement would (but for this Section 3.4(b) cause the negative Capital Account balance of any Member to exceed such Member’s Share (as defined below) of the Company’s Minimum Gain, taking into account the rules of Treasury Regulations Sections 1.704-1(b)(2)(ii)(a)(4), (5) and (6), plus any amounts which such Member is required to restore to the Company upon liquidation (or that are treated as such amounts pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)), or (B) the allocation of further taxable loss or deductions of the Company pursuant to the other provisions of this Article III would result in any such excess, then to the extent (but only to the extent) required to eliminate or prevent the creation of any such excess: (I) all items of taxable loss and deduction of the Company for such year and subsequent years shall be allocated to Members having positive Capital Account balances in proportion to such balances until such balances are reduced to zero and (II) all gross income of the Company for such year and subsequent years shall be allocated to those Members having excess negative Capital Account balances in proportion to such excess balances until such excess negative balances are reduced to zero. Thereafter all taxable income, taxable loss and deductions of the Company shall be allocated in accordance with the foregoing provisions of this Article III. This Section 3.4(b) is intended to comply with the minimum gain chargeback requirements of Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(f) and with the qualified income offset requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). For purposes of this Section 3.4(b), a Member’s Share of the Company’s Minimum Gain shall mean the excess of (A) the sum of (X) the aggregate nonrecourse deductions of the Company (as defined in Treasury Regulations Section 1.704-2(c)) and Member nonrecourse deductions of the Company (as defined in Treasury Regulations Section 1.704-2(i)(2) allocated to such Member, plus (Y) its distribution of any financing or refinancing proceeds allocable (under Treasury Regulations Sections 1.704-1(h)(i)(2) to an increase in Company Minimum Gain with respect to a liability other than a Member Loan plus (Z) its distribution of any financing or refi...

Minimum Gain Chargeback and Qualified Income Offset. (a) MINIMUM GAIN CHARGEBACK. Notwithstanding any other provision of this Agreement to the contrary, in the event there is a net decrease in a Shareholder's share of Trust Minimum Gain and/or Shareholder Minimum Gain during a Trust taxable year, such Shareholder shall be allocated items of income and gain for that year (and if necessary, other years) as required by and in accordance with Regulations Sections 1.704-2(f)(1) and 1.704-2(i)(4) before any other allocation is made. This subsection 9.9(a) is intended to constitute a "minimum gain chargeback" under Treas. Reg. ss. 1.704-2(f)(1) and 1.704-2(i)(4).

Minimum Gain Chargeback and Qualified Income Offset