Recapture of Deductions and Credits Sample Clauses

Recapture of Deductions and Credits. If any “recapture” of deductions or credits previously claimed by the Company is required under the Code upon the sale or other taxable disposition of any Company property, those recaptured deductions or credits shall, to the extent possible, be allocated to Members, pro rata in the same manner that the deductions and credits giving rise to the recapture items were allocated using the “first-in, first-out” method of accounting; provided, however, that this Section A6 shall only affect the characterization of income allocated among the Members for tax purposes.
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Recapture of Deductions and Credits. If any “recapture” of deductions or credits previously claimed by the Company is required under the Code upon the sale or other taxable disposition of any Company property, those recaptured deductions or credits shall, to the extent possible, be allocated to the Members in accordance with Treasury Regulation Section 1.1245-1(e).
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Recapture of Deductions and Credits. If any “recapture” of deductions or credits previously claimed by the Company is required under the Code upon the sale or other taxable disposition of any Company property, those recaptured deductions or credits shall, to the extent possible, be allocated to Members, pro rata in the same manner that the deductions and credits giving rise to the recapture items were allocated using the “first-in, first-out” method of accounting; provided, however, that this Section A6 shall only affect the characterization of income allocated among the Members for tax purposes. EXHIBIT A SCHEDULE OF MEMBERS AND CAPITAL CONTRIBUTIONS (as of the Effective Date) INITIAL MEMBERS Member Capital Account Initial Contribution Account Voting Series B Units Voting Series B Unit Percentage Interest Non-Voting Series A Units Non-Voting Series A UnitPercentage Interest World Tree Technologies, Inc. 000 X. Xxxxxxxx XxxxXxxxx 000-000Xxxx, Xxxxxxx 00000 Attn: Xxxxxx Xxxxx $ 10,000 $ 10,000 10,000 100 % -- -- TOTALS $ [ ] $ [ ] 10,000 100 % $ [ ] 100 % EXHIBIT B WORLD TREE USA, LLC SPOUSAL CONSENT TO OPERATING AGREEMENT entered into and effective as of April 24, 2019 The undersigned is the spouse of a Member and acknowledges that the undersigned has read the foregoing Operating Agreement entered into and effective as of April 24, 2019 (the “Agreement”), by and among the Members and the Manager of World Tree USA, LLC, a Nevada limited liability company (the “Company”) and understands its provisions. The undersigned is aware that, by the provisions of the Agreement, the undersigned and the undersigned’s spouse have agreed to sell or transfer all of the undersigned’s Units in the Company, including any community property interest, in accordance with the terms and provisions of the Agreement. The undersigned hereby expressly approves of and agrees to be bound by the provisions of the Agreement in its entirety, including, but not limited to, those provisions relating to the sales and transfers of Units and the restrictions thereon. If the undersigned predeceases the undersigned’s spouse when the undersigned’s spouse owns any Units in the Company, the undersigned agrees not to devise or bequeath whatever community property interest or quasi- community property interest the undersigned may have in the Company in contravention of the Agreement. Dated: By: Print name:
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Recapture of Deductions and Credits. If any "recapture" of deductions or credits previously claimed by the Partnership is required under the Code upon the sale or other taxable disposition of any Partnership property, those recaptured deductions or credits shall, to the extent possible, be allocated to the Partners pro rata in the same manner that the deductions and credits giving rise to the recapture items were originally allocated using the "first-in, first-out" method of accounting; provided, however, that this Paragraph 10.4(c) shall only affect the characterization of income allocated among the Partners for tax purposes.
Sample 1
Recapture of Deductions and Credits. If any "recapture" of deductions or credits previously claimed by the Company is required under the Code upon the sale or other taxable disposition of any Company Property, those recaptured deductions or credits shall, to the extent possible, be allocated to Members, pro rata in the same manner that the deductions and credits giving rise to the recapture items were allocated using the "first-in, first-out" method of accounting; provided, however, that this Section A.6 shall only affect the characterization of income allocated among the Members for tax purposes. EXHIBIT A LEGAL DESCRIPTION OF COMPANY PROPERTY EXHIBIT B SCHEDULE OF MEMBERS AND CAPITAL CONTRIBUTIONS INITIAL MEMBERS NET VALUE OF PROPERTY MEMBER NAME & ADDRESS PROPERTY CONTRIBUTED CONTRIBUTED UNITS --------------------- -------------------- ----------- ----- Stratford American Corporation 80% undivided tenancy in common $750,000.00 8,000 2400 E. Arizona Biltmore Circle interest in the Company Propertx, Xxxxxxxx 0, Xxxxx 0000 having a gross value of $20,000,000 Xxxxxxx, XX 00000 Golden Gate Apartments, Ltd, LP 13% undividex xxxxxxx xx xxxxon $121,875.00 1,300 2200 E. River Road, #115 interest in the Company Propertx, Xxxxxx, XX 00000 having a gross value of $3,250,000 Xxxxxx Xxxxerties, Inc. 3% undivided tenancy in common $ 28,125.00 300 2200 E. River Road, #115 interest in the Company Propertx, Xxxxxx, XX 00000 having a gross value of $750,000 Xxxxxx X. Xxxmond, as Family 4% undivided tenancy in common $ 00,000.00 400 Trustee of The DRD-97 Trust under interest in the Company Property, Agreement dated August 8, 1997 having a gross value of $1,000,000 2200 E. River Road, #115 Tucson, AZ 85718
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Related to Recapture of Deductions and Credits

  • Prorations and Credits The following items in this Section 5.4 shall be adjusted and prorated between Seller and Purchaser as of 11:59 P.M. on the day preceding the Closing, based upon the actual number of days in the applicable month or year:

  • Recapture Anything in this Guaranty to the contrary notwithstanding, if Xxxxxx receives any payment or payments on account of the liabilities guaranteed hereby, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver, or any other party under any Insolvency Law, common law or equitable doctrine, then to the extent of any sum not finally retained by Xxxxxx, the undersigned’s obligations to Xxxxxx shall be reinstated and this Guaranty shall remain in full force and effect (or be reinstated) until payment shall have been made to Laurus, which payment shall be due on demand.

  • Tax Credits A Creditor Party which receives for its own account a repayment or credit in respect of tax on account of which the Borrowers have made an increased payment under Clause 23.2 shall pay to the Borrowers a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrowers in respect of which the Borrowers made the increased payment, provided that:

  • Refunds and Credits Any refunds and credits attributable to the Pre-Closing Tax Period shall be for the account of the Seller and any refunds and credits attributable to the period which is not part of the Pre-Closing Tax Period shall be for the account of the Buyer.

  • Recapture Income Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.

  • Credits All tax credits shall be allocated among the Members as determined by the Board in its sole and absolute discretion, consistent with applicable law. The tax allocations made pursuant to this Section 5.8 shall be solely for tax purposes and shall not affect any Member’s Capital Account or share of non-tax allocations or distributions under this Agreement.

  • Carrybacks (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws).

  • No Setoff or Deductions; Taxes; Payments The Guarantor represents and warrants that it is organized and resident in the United States of America. The Guarantor shall make all payments hereunder without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Guarantor is compelled by law to make such deduction or withholding (and provided that nothing contained herein, including without limitation, the foregoing, shall limit or affect the Guarantor’s ability to bring any separate action or claim available to it at law or in equity). If any such obligation (other than one arising with respect to taxes based on or measured by the income or profits of the respective Secured Parties) is imposed upon the Guarantor with respect to any amount payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of the Secured Parties), on the date on which such amount is due and payable hereunder, such additional amount in U.S. dollars as shall be necessary to enable the Agent (on behalf of the Secured Parties) to receive the same net amount which the Agent would have received on such due date had no such obligation been imposed upon the Guarantor. The Guarantor will deliver promptly to the Agent (for the benefit of the Secured Parties) certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Guarantor hereunder. The obligations of the Guarantor under this paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Guaranty.

  • Allocations of Net Profits and Net Losses (a) After giving effect to the allocations under Sections 4.2 and 7.1(b)(v), Net Profits and Net Losses and all related items of income, gain, loss, deduction and credit for each Fiscal Period shall be allocated among the Members in such manner as shall cause the Capital Accounts of each Member to equal, as nearly as possible, (i) the amount such Member would receive if all assets on hand at the end of such year were sold for cash at the Carrying Values of such assets, all liabilities were satisfied in cash in accordance with their terms (limited in the case of Member Nonrecourse Debt and Company Nonrecourse Liabilities to the Carrying Value of the assets securing such liabilities), and any remaining or resulting cash was distributed to the Members under Section 4.4(a), minus (ii) an amount equal to such Member’s allocable share of Minimum Gain as computed immediately prior to the deemed sale described in clause (i) above in accordance with the applicable Treasury Regulations, and minus (iii) the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the deemed sale described in clause (i) above.

  • Allocations of Net Income and Net Loss Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests.

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