Partnership Allocations. (a) Except as otherwise provided in this Section 5.2 or elsewhere in this Agreement, for purposes of this Agreement, and for federal, state and local income tax purposes, all items of Profits and Losses shall be determined with respect to each taxable year of the Partnership as of the end thereof, and allocated to the Partners in accordance with their then Percentage Interests, except that Profits and all Losses from the sale or exchange of substantially all of the assets of the Partnership shall, in any event, be allocated to and among the Partners, as the case may be, so as to produce Capital Accounts for the Partners equal to the amounts, sequence and priority that would be distributed to the Partners if all the Partnership Assets were distributed to the Partners in accordance with the provisions of Section 5.1(b)(iii) of this Agreement. Each Partner’s Percentage Interest shall constitute its interest in partnership profits for purposes of determining such Partner’s share of nonrecourse liabilities of the Partnership under Treas. Reg. § 1.752-3(a)(3). Accordingly, as of the date of this Agreement, the liabilities shall be allocated among the Partners based on each Partner’s Percentage Interest.
Partnership Allocations. 6 6.1 FMV CAPITAL ACCOUNT ALLOCATIONS .................................................................6 6.2 TAX RETURN AND TAX BASIS CAPITAL ACCOUNT ALLOCATIONS ............................................6 7.
Partnership Allocations. 6.1 FMV CAPITAL ACCOUNT ALLOCATIONS. Each item of income, gain, loss, or deduction shall be allocated to each Party as follows:
Partnership Allocations. 7 6.1 Allocation of Profit or Loss. . . . . . . . . . . . . . . . . . . 7 6.2
Partnership Allocations. Storage represents and warrants that each allocation provided for in this Agreement either (i) has substantial economic effect within the meaning of Treasury Regulations Section 1.704-1(b), or (ii) to the extent that an allocation cannot have economic effect, is deemed to be in accordance with the Members' Membership Interests pursuant to Treasury Regulations Section 1.704-1(b)(4), or (iii) if Treasury Regulations Section 1.704-1(b)(4) does not provide a method for deeming the allocation to be in accordance with the Members' Membership Interests, otherwise complies with the requirements of Treasury Regulations Section 1.704-1(b)(4). Storage further represents and warrants that each allocation attributable to nonrecourse liabilities or Member nonrecourse debt complies with the requirements of Treasury Regulations Section 1.704-2(e) or 1.704-2(i).
Partnership Allocations. (a) Except as otherwise provided in Section 5.2 or elsewhere in this Agreement, for purposes of this Agreement, and for federal, state and local income tax purposes, all items of Profits, Losses, income, gain, loss, deduction or credit shall be determined with respect to each taxable year of the Partnership as of the end thereof, and allocated to the Partners in accordance with their then Percentage Interests. Each Partner’s Percentage Interest shall constitute its interest in partnership profits for purposes of determining such Partner’s share of nonrecourse liabilities of the Partnership under Treas. Reg. §1.752-3(a)(3).
Partnership Allocations. Pursuant to Article 8 hereof, the results of operations of the Partnership allocable to the Interests (i) for all periods through the day before the Effective Date shall be for the account of Sellers and (ii) for the period beginning on the Effective Date through the Closing Date shall be for the account of Buyer. Notwithstanding the foregoing, Buyer shall pay or shall cause the Partnership to distribute to Sellers an amount equal to (i) any federal, state, and local tax liabilities of Sellers for the period commencing on the Effective Date and ending on the day before the Closing Date in respect of any net income, revenue or property of the Partnership allocable to the Interests and Sellers for such period (“Seller Partnership Straddle Taxes”), less any amounts distributed to Sellers in respect of the Interests with respect to such period, and (ii) the 2007 net income of the Partnership allocable to such Interests during the period from January 1, 2007 to the day before the Effective Date, less any amounts previously distributed to Sellers in respect of the Interests during 2007, which distribution shall be treated by the parties as additional purchase price hereunder, such distribution to be made on the date on which the Partnership files its 2007 federal income tax return. All parties agree to file their federal, state and local Tax Returns in a manner consistent with such determination. The amount of Seller Partnership Straddle Taxes shall be determined by Sellers by multiplying Sellers’ share of such Partnership income for such period (determined using the Days Over Days Method) by the highest marginal federal, state and local income tax rates paid by individual residents of Pennsylvania.”
Partnership Allocations. Pursuant to Article 8 hereof, the results of operations of the Partnership allocable to the Interests for the period beginning January 1, 2007 through the day before the Closing Date (the “Final S Corporation Year”) shall be for the account of Buyer. Notwithstanding the foregoing, Buyer shall cause the Partnership to distribute to Sellers an amount equal to (i) any federal, state, and local tax liabilities of Sellers for the Final S Corporation Year in respect of any net income of the Partnership allocable to the Interests and Sellers for such period, less (ii) any amounts distributed to Sellers in respect of the Interests and in respect of or related to such period, as a distribution on account of such Final S Corporation Year and not as additional purchase price hereunder, such distribution to be made on or before March 15, 2008.
Partnership Allocations. Although an agreement among the owners of an entity taxed as a partnership for federal income tax purposes generally will determine the allocation of income and losses among the owners, such allocations will be disregarded for tax purposes if they do not comply with the provisions of the federal income tax laws governing partnership allocations. If an allocation is not recognized for federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the “partners’ interests in the partnership,” which will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the owners with respect to such item.
Partnership Allocations. The timing and method of allocations of Net Income, Net Loss and other Partnership Allocations, including Definitions relating to such allocations, are set forth in Exhibit B, attached hereto, and by this reference such exhibit is incorporated herein as if fully set forth at this point.
