Profit or Loss. Profit or Loss shall be an amount computed for each Accounting Period as of the last day thereof that is equal to the Company’s taxable income or loss for such Accounting Period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: 1. Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profit or Loss pursuant to this paragraph shall be added to such taxable income or loss; 2. Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit or Loss pursuant to this paragraph shall be subtracted from such taxable income or loss; 3. Gain or loss resulting from any disposition of a Company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Adjusted Asset Value of the asset disposed of rather than its adjusted tax basis; 4. The difference between the gross fair market value of all Company assets and their respective Adjusted Asset Values shall be added to such taxable income or loss in the circumstances described in paragraph 12.2; 5. The amount of any Deemed Gain or Deemed Loss on any Securities distributed in kind shall be added to or subtracted from (as the case may be) such taxable income or loss to the extent not taken into account under clause (d) above.
Appears in 4 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Profit or Loss. Profit Profit or Loss shall be an amount computed for each Accounting Period as of the last day thereof that is equal to the Company’s taxable income or loss for such Accounting Period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:
1. Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profit Profit or Loss pursuant to this paragraph shall be added to such taxable income or loss;
2. Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit Profit or Loss pursuant to this paragraph shall be subtracted from such taxable income or loss;
3. Gain or loss resulting from any disposition of a Company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Adjusted Asset Value of the asset disposed of rather than its adjusted tax basis;
4. The difference difference between the gross fair market value of all Company assets and their respective Adjusted Asset Values shall be added to such taxable income or loss in the circumstances described in paragraph 12.2;
5. The amount of any Deemed Gain or Deemed Loss on any Securities distributed in kind shall be added to or subtracted from (as the case may be) such taxable income or loss to the extent not taken into account under clause (d) above.
Appears in 4 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Profit or Loss. Profit Profit or Loss shall be an amount computed for each Accounting Period as of the last day thereof that is equal to the Company’s taxable income or loss for such Accounting Period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:
1. Any A n y income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profit Profit or Loss pursuant to this paragraph shall be added to such taxable income or loss;
2. Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit Profit or Loss pursuant to this paragraph shall be subtracted from such taxable income or loss;
3. Gain or loss resulting from any disposition of a Company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Adjusted Asset Value of the asset disposed of rather than its adjusted tax basis;
4. The difference difference between the gross fair market value of all Company assets and their respective Adjusted Asset Values shall be added to such taxable income or loss in the circumstances described in paragraph 12.2;
5. The amount of any Deemed Gain or Deemed Loss on any Securities distributed in kind shall be added to or subtracted from (as the case may be) such taxable income or loss to the extent not taken into account under clause (d) above.
Appears in 3 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Profit or Loss. Profit Profit or Loss shall be an amount computed for each Accounting Period as of the last day thereof that is equal to the CompanyPartnership’s taxable income or loss for such Accounting Period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:
1. (a) Any income of the Company Partnership that is exempt from federal income tax and not otherwise taken into account considered in computing Profit Profit or Loss pursuant to this paragraph 13.35 shall be added to such taxable income or loss;
2. (b) Any expenditures of the Company Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit Profit or Loss pursuant to this paragraph 13.35 shall be subtracted from such taxable income or loss;
3. (c) Gain or loss resulting from any disposition of a Company Partnership asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Adjusted Asset Value of the asset disposed of rather than its adjusted tax basis;
4. (d) The difference difference between the gross fair market value of all Company Partnership assets and their respective Adjusted Asset Values shall be added to such taxable income or loss in the circumstances described in paragraph 12.213.2;
5. (e) Items which are specially allocated pursuant to paragraphs 3.2(b), 4.4(b)(v), 5.1(b), 5.1(c) and 5.2 hereof shall not be taken into account in computing Profit or Loss; and
(f) The amount of any Deemed Gain or Deemed Loss on any Securities distributed in kind shall be added to or subtracted from (as the case may be) such taxable income or loss to the extent not taken into account under clause (d) aboveloss.
Appears in 2 contracts
Samples: Transaction Agreement (OVERSTOCK.COM, Inc), Limited Partnership Agreement (OVERSTOCK.COM, Inc)
Profit or Loss. Profit Profit or Loss shall be an amount computed for each Accounting Period as of the last day thereof that is equal to the CompanyPartnership’s taxable income or loss for such Accounting Period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:
1. (a) Any income of the Company Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profit Profit or Loss pursuant to this paragraph shall be added to such taxable income or loss;
2. (b) Any expenditures of the Company Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profit Profit or Loss pursuant to this paragraph shall be subtracted from such taxable income or loss;
3. (c) Gain or loss resulting from any disposition of a Company Partnership asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Adjusted Asset Value of the asset disposed of rather than its adjusted tax basis;
4. (d) The difference difference between the gross fair market value of all Company Partnership assets and their respective Adjusted Asset Values shall be added to such taxable income or loss in the circumstances described in paragraph 12.214.2;
5. (e) Items which are specially allocated pursuant to paragraphs 3.2(c), 4.4(b)(v), 5.1(c), 5.1(d), 5.1(e), 5.3 and 5.4 shall not be taken into account in computing Profit or Loss; and
(f) The amount of any Deemed Gain or Deemed Loss on any Securities distributed in kind shall be added to or subtracted from (as the case may be) such taxable income or loss to the extent not taken into account under clause (d) aboveparagraph 14.23(d).
Appears in 1 contract