Common use of Minimum Liability Allocation Clause in Contracts

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected Partner the opportunity either (i) to enter into Qualified Guarantees of Qualified Guarantee Indebtedness or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount and to cause the amount of partnership liabilities with respect to which such Protected Partner will be considered to be “at risk” for purposes of Section 465 of the Code to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 3. In order to minimize the need for Protected Partners to enter into Qualified Guarantees or DROs, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Gain Limitation Property to the Protected Partners to the extent that the “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Gain Limitation Property allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2).

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected Partner the opportunity either (i) to enter into Qualified Guarantees of Qualified Guarantee Indebtedness or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s 's Minimum Liability Amount and to cause the amount of partnership liabilities with respect to which such Protected Partner will be considered to be “"at risk” " for purposes of Section 465 of the Code to be not less than such Protected Partner’s 's Minimum Liability Amount, as provided in this Article 34. In order to minimize the need for Protected Partners to enter into Qualified Guarantees or DROs, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property or Gain Limitation Property to the Protected Partners to the extent that the “"built-in gain” " with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property or Gain Limitation Property allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2).

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected Partner the opportunity either (i) to enter into Qualified Guarantees of Qualified Guarantee Indebtedness or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount and to cause the amount of partnership liabilities with respect to which such Protected Partner will be considered to be “at risk” for purposes of Section 465 of the Code to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 34. In order to minimize the need for Protected Partners to enter into Qualified Guarantees or DROs, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property or Gain Limitation Property to the Protected Partners to the extent that the “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property or Gain Limitation Property allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2).