Pursuant to Treasury. Regulations Section 1.704-1(b)(2)(iv)(g), items of depreciation, depletion, amortization and gain or loss attributable to Adjusted Property that has a Book-Tax Disparity shall be allocated among the Beneficial Owners in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).
Pursuant to Treasury. Regulations Section 1.752-3(a)(3), the Members hereby agree to allocate excess nonrecourse liabilities of the Company in accordance with their respective Ownership Percentages.
Pursuant to Treasury. Regulations Section 1.704-1(b)(2)(iv)(g), appropriate adjustments shall be made to the book value of each Investing Pool property with Unrealized Gain or Unrealized Loss. Proper adjustment shall be made to the amount of any Capital Account adjustment under this Section 3.5(d) to take into account any prior Capital Account adjustment under this Section.
Pursuant to Treasury. Regulations Section 1.409A-1(h)(4), Seller and Buyer agree that, on the Closing Date, each Hired Employee shall be treated as having a “separation from service” with Seller for purposes of Section 409A of the Code and Treasury Regulations Section 1.409A-1(h).
Pursuant to Treasury. Regulations Section 1.752-3, each Member’s interest in Company profits, for purposes of determining such Member’s shares of excess “nonrecourse liabilities” for such purpose shall be that Member’s Proportionate Share.
Pursuant to Treasury. Regulations Section 1.1245-1(e), to the extent the Company recognizes gain as a result of a sale, exchange or other disposition of Company assets which is taxable as recapture income under Sections 1245 or 1250 of the Code or unrecaptured Section 1250 gain under Section 1(h) of the Code, such recapture income shall be allocated among the Members in the same proportion as the depreciation and amortization giving rise to such recapture income was allocable among the Members. In no event, however, shall any Member be allocated recapture income hereunder in excess of the amount of gain allocated to the Member under this Agreement. Any recapture income that is not allocated to a Member due to the gain limitation described in the previous sentence shall be allocated among those Members whose shares of total gain on the sale, exchange or other disposition of the property exceed their share of depreciation and amortization attributable to Company assets, in proportion to their relative shares of the total allocable gain.
Pursuant to Treasury. Regulations § 1.7874-2(j)(1), the deemed conversion of CGGC from a foreign corporation to a domestic corporation by reason of Section 7874(b) of the Code shall be treated as a reorganization under Section 368(a)(1)(F) of the Code occurring on the day immediately preceding the Closing Date.
Pursuant to Treasury. Regulations Section 1.1245-1(e), to the extent the Partnership recognizes gain as a result of a sale, exchange or other disposition of Partnership assets which is taxable as ordinary income under Code Section 1245 or Code Section 1250, such ordinary income shall be allocated among the Partners in the same proportion as the Depreciation giving rise to such ordinary income was allocable among the Partners. In no event, however, shall any Partner be allocated ordinary income hereunder in excess of the amount of gain allocated to such Partner under this Agreement. Any ordinary income that is not allocated to a Partner due to the gain limitation described in the previous sentence shall be allocated among those Partners whose shares of total gain on the sale, exchange or other disposition of the property exceed their share of Depreciation giving rise to such ordinary income, in proportion to their relative shares of the total allocable gain.
Pursuant to Treasury. Regulations Section 1.1502-6, Parent and each Subsidiary that was a member of the Parent Group (as defined herein), including Housewares and its consolidated Subsidiaries, during any part of a consolidated return year is severally liable for the consolidated federal income tax liability of the Parent Group for such year.
Pursuant to Treasury. Regulations Section 1.1245-1(e), to the extent the Company recognizes gain as a result of a sale, exchange or other disposition of Company assets which is taxable as ordinary income under Code Section 1245 or Code Section 1250, such ordinary income shall be allocated among the Members in the same proportion as the depreciation giving rise to such ordinary income was allocable among the Members. In no event, however, shall any Member be allocated ordinary income hereunder in excess of the amount of gain allocated to the Member under this Agreement. Any ordinary income that is not allocated to a Member due to the gain limitation described in the previous sentence shall be allocated among those Members whose shares of total gain on the sale, exchange or other disposition of the property exceed their share of depreciation from the Company assets, in proportion to their relative shares of the total allocable gain.
