Nonrecourse Debt Sharing. For purposes of this Agreement, the Members shall be deemed to be allocated nonrecourse deductions, within the meaning of Treasury Regulations ss. 1.704-2(b)(1), in accordance with their proportionate number of Units. Solely for purposes of determining an Member's proportionate share of the "excess nonrecourse liabilities" of the Company within the meaning of Treasury Regulations ss. 1.752-3(a)(3), each Member's interest in the Company profits is equal to the number of Units owned by such Member divided by the number of outstanding Units.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mecklermedia Corp), Agreement and Plan of Merger (Penton Media Inc), Agreement and Plan of Merger (Penton Media Inc)
