PROTECTION OF NEGATIVE CAPITAL ACCOUNTS Sample Clauses

PROTECTION OF NEGATIVE CAPITAL ACCOUNTS. (a) It is the intent of the parties that the Applicable Partners be able to defer taxes fully as a result of the contribution of the Properties. The Contributors and the Applicable Partners have disclosed to Spiexxx xxxt if, following a Closing, Spiexxx xxxes one of the following restricted actions (the "Restricted Actions"): (i) makes any taxable sale, transfer, exchange, distribution or other taxable disposition of a Property (or any substituted basis property for the Property as defined and specified in Treasury Regulations '1.704-3(a)(8)), or (ii) reduces the principal balance of the Original Spiexxx Xxxecured Debt or Traceable Debt (or Acceptable Replacement Debt thereto) to which some or all of the individual Contributors and the constituent partners, shareholders or members of the Contributors (collectively, the "Applicable Partners") have executed either guarantees in the forms attached hereto as Exhibit Y (relating to present Spiexxx xxxlicly-traded, unsecured debt with a remaining maturity date at the time of guaranty of not more than ten (10) years ("Original Spiexxx Xxxecured Debt") and Exhibit Z (relating to the Traceable Debt) (collectively, the "Guarantees"), or Replacement Guarantees, in a manner that would cause any Applicable Partner's share of such debt (or Acceptable Replacement Debt) under the Code to be reduced below the amount which has been guaranteed by the Applicable Partner under the Guarantees (or Replacement Guarantees), or (iii) causes or permits the modification of the terms of that debt (or Acceptable Replacement Debt) or of the Guarantees (or Replacement Guarantees) in such a manner that would cause any Applicable Partner's share of such debt (or Acceptable Replacement Debt) under the Code to be reduced below the amount which has been guaranteed by the Applicable Partner under the Guarantees (or Replacement Guarantees), then the Applicable Partner may recognize substantial amounts of taxable income or gains under the Code, unless, in the case of an event described in item (ii) or (iii) above, the Applicable Partner is provided a reasonable opportunity to execute Replacement Guarantees with respect to Acceptable Replacement Debt of Spiexxx xx least equal to such reduction. Spiexxx xxxees to give the Applicable Partners written notice at least twenty (20) Business Days prior to any of the events or occurrences described in this Section 9.1(a).
Sample 1
AutoNDA by SimpleDocs

Related to PROTECTION OF NEGATIVE CAPITAL ACCOUNTS

  • Negative Capital Accounts No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

  • Book Capital Accounts The Book Capital Account balance of each Holder shall be adjusted each day by the following amounts:

  • Capital Accounts and Allocations (a) CAPITAL ACCOUNTS. A separate capital account (a "Capital Account") shall be established and maintained for each Member, which shall initially be equal to the Capital Contribution of such Member as set forth on Schedule A hereto. Such Capital Accounts shall be maintained in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, and this Section 5.2 shall be interpreted and applied in a manner consistent with said Section of the Treasury Regulations. The Capital Accounts shall be maintained for the sole purpose of allocating items of income, gain, loss and deduction among the Members and shall have no effect on the amount of any distributions to any Members in liquidation or otherwise. The amount of all distributions to Members shall be determined pursuant to Sections 5.3, 5.4 and 5.5.

  • Capital Accounts (a) The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Partnership Interest and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1.

  • Capital Accounts Allocations There shall be established in respect of each Holder a separate capital account in the books and records of the Up-MACRO Holding Trust in respect of the Holder's Capital Contributions to the Up-MACRO Holding Trust (each, a "Capital Account"), to which the following provisions shall apply:

  • Allocations for Capital Account Purposes For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • Deficit Capital Accounts No Member will be required to pay to the Company, to any other Member or to any third party any deficit balance that may exist from time to time in the Member’s Capital Account.

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

Time is Money Join Law Insider Premium to draft better contracts faster.