Common use of Qualified Income Offset Provision Clause in Contracts

Qualified Income Offset Provision. Notwithstanding anything --------------------------------- else to the contrary contained herein, to the extent that the allocation of any loss or deduction would cause the deficit Capital Account balance of any Partner to exceed the dollar amount that such Partner is obligated to restore upon liquidation of the Partnership as of the end of the Partnership's taxable year to which such allocation relates, such Partner will not be allocated a loss or deduction which will cause or increase a deficit balance in such Partner's Capital Account in excess of such amount. For purposes of this subsection, the Capital Account of each Partner shall be reduced (a) for any distributions that, as of the end of such year, reasonably are expected to be made to such Partner to the extent they exceed offsetting increases to such Partner's Capital Account that reasonably are expected to occur during (or prior to) the Partnership taxable years in which such distributions reasonably are expected to be made, (b) adjustments that as of the end of such year reasonably are expected to be made for depletion adjustments, and (c) allocations that, as of the end of such year, reasonably are expected to be made pursuant to Code Section 704(e)(2) (dealing with family partnerships), Code Section 706(d) (dealing with changes in Partners' interests) and Treasury Regulation Section 1.751-1 (dealing with unrealized receivables and inventory items), all as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d). A Partner who unexpectedly receives an adjustment, allocation or distribution described immediately above which causes or increases a deficit balance in such Partner's Capital Account (in excess of any dollar amount of such deficit balance that such Partner is obligated to restore upon liquidation, as of the end of the Partnership's taxable year to which such allocation relates) will be allocated items of income and gain in an amount and manner sufficient to eliminate such deficit balance as quickly as possible. To the extent this Section 3.07 prevents the allocation of a deduction or loss to a Partner, such deduction or loss shall be allocated between the Partners in accordance with their interests in the Partnership as determined under Treasury Regulation Section 1.704-1(b)(3). ARTICLE IV ---------- EARNINGS DISTRIBUTIONS AND WITHDRAWAL OF CAPITAL ------------------------------------------------

Qualified Income Offset Provision. Notwithstanding anything --------------------------------- else to the contrary contained herein, to the extent that the allocation of any loss or deduction would cause the deficit Capital Account balance of any Partner to exceed the dollar amount that such Partner is obligated to restore upon liquidation Partner's share of the Partnership as of the end of the Partnership's taxable year to which such allocation relatesMinimum Gain, such Partner will not be allocated a loss or deduction which will cause or increase a deficit balance in such Partner's Capital Account in excess of his share of the Minimum Gain plus any dollar amount of such amountdeficit balance that the Partner is obligated to restore, upon liquidation, as of the end of the Partnership's taxable year to which such allocation relates. For purposes of this subsection, the Capital Account of each Partner shall be reduced (ai) for any distributions that, as of the end of such year, reasonably are expected to be made to such Partner to the extent they exceed offsetting increases to such Partner's Capital Account that reasonably are expected to occur during (or prior to) the Partnership taxable years in which such distributions reasonably are expected to be made, (bii) adjustments that as of the end of such year reasonably are expected to be made for depletion adjustments, and (ciii) allocations that, as of the end of such year, reasonably are expected to be made pursuant to Code Section 704(e)(2) (dealing with family partnerships), Code Section 706(d) (dealing with changes in Partners' interests) and Treasury Regulation Section 1.751-1 (dealing with unrealized receivables and inventory items), all as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d). A Partner who unexpectedly receives an adjustment, allocation or distribution described immediately above which causes or increases a deficit balance in such Partner's Capital Account (in excess of any dollar amount of such deficit balance that such Partner is obligated to restore upon liquidation, as of the end of the Partnership's taxable year to which such allocation relates) and which causes the deficit Capital Account balance of such Partner to exceed that Partner's share of Minimum Gain, will be allocated items of income and gain in an amount and manner sufficient to eliminate such deficit balance as quickly as possible. To the extent this Section 3.07 6.05(c) prevents the allocation of a deduction or loss to a Partner, such deduction or loss shall be allocated between the Partners in accordance with their interests in the Partnership as determined under Treasury Regulation Section 1.704-1(b)(3). ARTICLE IV ---------- EARNINGS DISTRIBUTIONS AND WITHDRAWAL OF CAPITAL ------------------------------------------------.

Qualified Income Offset Provision. Notwithstanding anything --------------------------------- else to the contrary contained herein, to the extent that the allocation of any loss or deduction would cause the deficit Capital Account balance of any Partner to exceed the dollar amount that such Partner is obligated to restore upon liquidation Partner's share of the Partnership as of the end of the Partnership's taxable year to which such allocation relatesMinimum Gain, such Partner will not be allocated a loss or deduction which will cause or increase a deficit balance in such Partner's Capital Account in excess of his share of the Minimum Gain plus any dollar amount of such amountdeficit balance that the Partner is obligated to restore, upon liquidation, as of the end of the Partnership's taxable year to which such allocation relates. For purposes of this subsection, the Capital Account of each Partner shall be reduced (ai) for any distributions that, as of the end of such year, reasonably are expected to be made to such Partner to the extent they exceed offsetting increases to such Partner's Capital Account that reasonably are expected to occur during (or prior to) the Partnership taxable years in which such distributions reasonably are expected to be made, (bii) adjustments that as of the end of such year reasonably are expected to be made for depletion adjustments, and (ciii) allocations that, as of the end of such year, reasonably are expected to be made pursuant to Code Section 704(e)(2) (dealing with family partnerships), Code Section 706(d) (dealing with changes in Partners' interests) and Treasury Regulation Section 1.751-1 (dealing with unrealized receivables and inventory items), all as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d1 (b)(2)(ii)(d). A Partner who unexpectedly receives an adjustment, allocation or distribution described immediately above which causes or increases a deficit balance in such Partner's Capital Account (in excess of any dollar amount of such deficit balance that such Partner is obligated to restore upon liquidation, as of the end of the Partnership's taxable year to which such allocation relates) and which causes the deficit Capital Account balance of such Partner to exceed that Partner's share of Minimum Gain, will be allocated items of income and gain in an amount and manner sufficient to eliminate such deficit balance as quickly as possible. To the extent this Section 3.07 7.5(c) prevents the allocation of a deduction or loss to a Partner, such deduction or loss shall be allocated between the Partners in accordance with their interests in the Partnership as determined under Treasury Regulation Section 1.704-1(b)(3l(b)(3). ARTICLE IV ---------- EARNINGS DISTRIBUTIONS AND WITHDRAWAL OF CAPITAL ------------------------------------------------.

Qualified Income Offset Provision. Notwithstanding anything --------------------------------- else to the contrary contained hereinin this Agreement, to the extent that the allocation of any loss or deduction would cause the any Member to have a deficit Adjusted Capital Account balance of any Partner to exceed the dollar amount that such Partner is obligated to restore upon liquidation of the Partnership as of the end of the Partnership's taxable year to which such allocation relatesBalance, such Partner Member will not be allocated a loss or deduction which will cause or increase a such Member’s deficit balance in such Partner's Adjusted Capital Account Balance in excess of any dollar amount of such amountdeficit balance that the Member is obligated to restore upon liquidation, as of the end of the Company’s taxable year to which such allocation relates. For purposes of this subsectionSection 7.4(c), the Capital Account of each Partner Member shall be reduced (ai) for any distributions that, as of the end of such year, reasonably are expected to be made to such Partner Member to the extent they exceed offsetting increases to such Partner's Member’s Capital Account that reasonably are expected to occur during (or prior to) the Partnership Company taxable years in which such distributions reasonably are expected to be made, (bii) adjustments that as of the end of such year reasonably are expected to be made for depletion adjustments, and (ciii) allocations that, as of the end of such year, reasonably are expected to be made pursuant to Code Section 704(e)(2) (dealing with purchases of interests by family partnershipsmembers), Code Section 706(d) (dealing with changes in Partners' Members’ interests) and Treasury Regulation Regulations Section 1.751-1 (dealing with unrealized receivables and inventory items), all as described in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d). A Partner Member who unexpectedly receives an adjustment, allocation or distribution described immediately above which causes or increases a such Member’s deficit balance in such Partner's Adjusted Capital Account Balance (in excess of any dollar amount of such deficit balance that such Partner Member is obligated to restore upon liquidation, as of the end of the Partnership's Company’s taxable year to which such allocation relates) ), will be allocated items of income and gain in an amount and manner sufficient to eliminate such deficit balance as quickly as possible. To the extent this Section 3.07 7.4(c) prevents the allocation of a deduction or loss to a PartnerMember, such deduction or loss shall be allocated between among the Partners Members in accordance with their interests in the Partnership Company as determined under Treasury Regulation Regulations Section 1.704-1(b)(3). ARTICLE IV ---------- EARNINGS DISTRIBUTIONS AND WITHDRAWAL OF CAPITAL ------------------------------------------------This Section 7.4(c) is intended to constitute a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be so interpreted and applied.