Common use of Qualified Allocations Clause in Contracts

Qualified Allocations. (a) Notwithstanding any provision of this Agreement to the contrary and except as provided in Section 5.3, if the Limited Partner or its Assignee receives an adjustment, allocation or distribution described in Regulation § 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that creates a deficit balance in its Capital Account, such Limited Partner or Assignee will be allocated gross income and gain in an amount and manner sufficient to eliminate such deficit balance as quickly as possible. The General Partner shall have complete discretion in applying the provisions of this Section 5.2 so that this provision will constitute a “qualified income offset” within the meaning of Regulations § 1.704-1(b)(2)(ii)(d).

Qualified Allocations. (a) Notwithstanding any provision of this Agreement to the contrary and except as provided in Section 5.3, if the Limited Partner or its Assignee receives an adjustment, allocation or distribution described in Regulation § 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that creates a deficit balance in its Capital Account, such Limited Partner or Assignee will be allocated gross income and gain in an amount and manner sufficient to eliminate such deficit balance as quickly as possible. The General Partner shall have complete discretion in applying the provisions of this Section 5.2 so that this provision will constitute a “qualified income offset” within the meaning of Regulations § 1.704-1(b)(2)(ii)(dl(b)(2)(ii)(d).