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-l(b)(2)(ii)(d). (b) Notwithstanding the foregoing, if there is a net decrease in Partnership minimum gain (as defined in Regulation § 1.704-2(d)(1)) during a Partnership taxable year, all Partners or Assignees with a deficit Capital Account balance at the end of such year will be allocated, before any other allocation is made under Section 704(b) of the Code of Partnership items for such taxable year, items of income and gain for such year (and, if necessary, subsequent years) in an amount and in the proportions needed to eliminate such deficits as quickly as possible. For purposes of determining Capital Account balances, the adjustments required by Regulation § 1.704-2(f) shall be made and for purposes of deeming the allocation of specific items of Partnership income or gain, the ordering rules of Regulation § 1.704-2(f)(6) shall be applied. This provision is to be applied so that it constitutes a minimum gain chargeback within the meaning of Regulation § 1.704-2(f). (c) Notwithstanding the other provisions of this Article V (except as provided in Section 5.3), losses or deductions otherwise allocable to a Partner or Assignee (other than nonrecourse deductions within the meaning of Regulation § 1.704-2(b)(1)) that are in excess of such Partner’s or Assignee’s Capital Account shall be allocated to the other Partners or Assignees for which such allocation will not create a Capital Account deficit greater than their share of Partnership minimum gain in proportion to their Allocation Ratios. If an allocation of loss or deduction is made to a Partner or Assignee pursuant to the preceding sentence, subsequent income or gain of the Partnership that would have otherwise been allocated to the Partnership Assignee from whom loss or deduction was allocated shall be allocated to the Partners or Assignees to whom the allocation of loss or deduction was made until the aggregate income or gain so allocated equals the aggregate loss or deduction allocated pursuant to the preceding sentence.

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-l(b)(2)(ii)(d1(b)(2)(ii)(d). (b) Notwithstanding the foregoing, if there is a net decrease in Partnership minimum gain (as defined in Regulation § 1.704-2(d)(1)) during a Partnership taxable year, all Partners or Assignees with a deficit Capital Account balance at the end of such year will be allocated, before any other allocation is made under Section 704(b) of the Code of Partnership items for such taxable year, items of income and gain for such year (and, if necessary, subsequent years) in an amount and in the proportions needed to eliminate such deficits as quickly as possible. For purposes of determining Capital Account balances, the adjustments required by Regulation § 1.704-2(f) shall be made and for purposes of deeming the allocation of specific items of Partnership income or gain, the ordering rules of Regulation § 1.704-2(f)(6) shall be applied. This provision is to be applied so that it constitutes a minimum gain chargeback within the meaning of Regulation § 1.704-2(f). (c) Notwithstanding the other provisions of this Article V (except as provided in Section 5.3), losses or deductions otherwise allocable to a Partner or Assignee (other than nonrecourse deductions within the meaning of Regulation § 1.704l.704-2(b)(12(b)(l)) that are in excess of such Partner’s or Assignee’s Capital Account shall be allocated to the other Partners or Assignees for which such allocation will not create a Capital Account deficit greater than their share of Partnership minimum gain in proportion to their Allocation Ratios. If an allocation of loss or deduction is made to a Partner or Assignee pursuant to the preceding sentence, subsequent income or gain of the Partnership that would have otherwise been allocated to the Partnership Partner or Assignee from whom loss or deduction was allocated shall be allocated to the Partners or Assignees to whom the allocation of loss or deduction was made until the aggregate income or gain so allocated equals the aggregate loss or deduction allocated pursuant to the preceding sentence.

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-l(b)(2)(ii)(d1(b)(2)(ii)(d). (b) Notwithstanding the foregoing, if there is a net decrease in Partnership minimum gain (as defined in Regulation § 1.704-2(d)(1)) during a Partnership taxable year, all Partners or Assignees with a deficit Capital Account balance at the end of such year will be allocated, before any other allocation is made under Section 704(b) of the Code of Partnership items for such taxable year, items of income and gain for such year (and, if necessary, subsequent years) in an amount and in the proportions needed to eliminate such deficits as quickly as possible. For purposes of determining Capital Account balances, the adjustments required by Regulation § 1.704-2(f) shall be made and for purposes of deeming the allocation of specific items of Partnership income or gain, the ordering rules of Regulation § 1.704-2(f)(6) shall be applied. This provision is to be applied so that it constitutes a minimum gain chargeback within the meaning of Regulation § 1.704-2(f). (c) Notwithstanding the other provisions of this Article V (except as provided in Section 5.3), losses or deductions otherwise allocable to a Partner or Assignee (other than nonrecourse deductions within the meaning of Regulation § 1.704-2(b)(1)) that are in excess of such Partner’s or Assignee’s Capital Account shall be allocated to the other Partners or Assignees for which such allocation will not create a Capital Account deficit greater than their share of Partnership minimum gain in proportion to their Allocation Ratios. If an allocation of loss or deduction is made to a Partner or Assignee pursuant to the preceding sentence, subsequent income or gain of the Partnership that would have otherwise been allocated to the Partnership Partner or Assignee from whom loss or deduction was allocated shall be allocated to the Partners or Assignees to whom the allocation of loss or deduction was made until the aggregate income or gain so allocated equals the aggregate loss or deduction allocated pursuant to the preceding sentence.

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-l(b)(2)(ii)(d1(b)(2)(ii)(d). (b) Notwithstanding the foregoing, if there is a net decrease in Partnership minimum gain (as defined in Regulation § 1.704-2(d)(12(d)(l)) during a Partnership taxable year, all Partners or Assignees with a deficit Capital Account balance at the end of such year will be allocated, before any other allocation is made under Section 704(b) of the Code of Partnership items for such taxable year, items of income and gain for such year (and, if necessary, subsequent years) in an amount and in the proportions needed to eliminate such deficits as quickly as possible. For purposes of determining Capital Account balances, the adjustments required by Regulation § 1.704-2(f) shall be made and for purposes of deeming the allocation of specific items of Partnership income or gain, the ordering rules of Regulation § 1.704-2(f)(6) shall be applied. This provision is to be applied so that it constitutes a minimum gain chargeback within the meaning of Regulation § 1.704-2(f). (c) Notwithstanding the other provisions of this Article V (except as provided in Section 5.3), losses or deductions otherwise allocable to a Partner or Assignee (other than nonrecourse deductions within the meaning of Regulation § 1.704-2(b)(1)) that are in excess of such Partner’s or Assignee’s Capital Account shall be allocated to the other Partners or Assignees for which such allocation will not create a Capital Account deficit greater than their share of Partnership minimum gain in proportion to their Allocation Ratios. If an allocation of loss or deduction is made to a Partner or Assignee pursuant to the preceding sentence, subsequent income or gain of the Partnership that would have otherwise been allocated to the Partnership Partner or Assignee from whom loss or deduction was allocated shall be allocated to the Partners or Assignees to whom the allocation of loss or deduction was made until the aggregate income or gain so allocated equals the aggregate loss or deduction allocated pursuant to the preceding sentence.