Common use of Regulatory Allocations Clause in Contracts

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.1, provisions are included in this Agreement governing the allocation of income, gain, loss, deduction and credit (and items thereof) as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductions” and “partner non-recourse deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code (such regulatory allocations, “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the share of the Net Income and Net Loss of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing Member, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to make such special curative allocations as may be appropriate.

Regulatory Allocations. Although Notwithstanding Section 5.6, although the Members Partners do not anticipate that events will arise that will require application of this Section 5.15.7, provisions are included in this Agreement governing the allocation of taxable income, gain, loss, deduction and credit (and items thereof) are included in this Agreement as may be necessary to provide that the CompanyPremier LP’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductionsNonrecourse Deductions” and “partner non-recourse deductionsPartner Nonrecourse Deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code (such regulatory allocations, the “Regulatory Allocations”); provided, however, that the Members Partners intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the each Partner’s share of the Net Income and Profit, Net Loss and capital of the Company of each Member Premier LP will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing MemberGeneral Partner, based on the advice of the CompanyPremier LP’s auditors or tax counsel, is hereby authorized to make such special curative or remedial allocations of tax items as may be appropriatenecessary to minimize or eliminate any economic distortions that may result from any required Regulatory Allocations.

Regulatory Allocations. Although the Members Limited Partners do not anticipate that events will arise that will require application of this Section 5.15.6, provisions are included in this Agreement governing the allocation of taxable income, gain, loss, deduction and credit (and items thereof) are included in this Agreement as may be necessary to provide that the CompanyPartnership’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductionsNonrecourse Deductions” and “partner non-recourse deductionsLimited Partner Nonrecourse Deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code (such regulatory allocations, “Regulatory Allocations”); provided, however, that the Members Limited Partners intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of tax items so that the each Limited Partner’s share of the Net Income and Profit, Net Loss and capital of the Company of each Member Partnership will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing MemberGeneral Partner, based on the advice of the CompanyPartnership’s auditors or tax counsel, is hereby authorized to make such special curative allocations of tax items as may be appropriatenecessary to minimize or eliminate any economic distortions that may result from any required Regulatory Allocations.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.15.7.1, provisions are included in this Agreement governing the allocation of taxable income, gain, loss, deduction and credit (and items thereof) are included in this Agreement as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductionsNonrecourse Deductions” and “partner non-recourse deductionsMember Nonrecourse Deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code (such regulatory allocations, the “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the each Member’s share of the Net Income and Profit, Net Loss and capital of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing MemberBoard of Managers, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to make such special curative allocations of tax items as may be appropriatenecessary to minimize or eliminate any economic distortions that may result from any required Regulatory Allocations.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.1, provisions are included in this Agreement governing the allocation of income, gain, loss, deduction and credit (and items thereof) as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductions” and “partner non-recourse deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code (such regulatory allocations, “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the share of the Net Income and Net Loss of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing Member, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to make such special curative allocations as may be appropriate.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.15.7, provisions are included in this Agreement governing the allocation of taxable income, gain, loss, deduction and credit (and items thereof) are included in this Agreement as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d) and comply with all provisions relating to the allocation of so-called “non-recourse deductions” (i) Company Minimum Gain and “partner non-recourse deductions” Member Nonrecourse Debt Minimum Gain and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code and (such regulatory allocationsii) Nonrecourse Deductions and Member Nonrecourse Deductions (clauses (i) and (ii) together, the “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the each Member’s share of the Net Income and Profit, Net Loss and capital of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose purpose, the Managing MemberBoard of Managers, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to make such special curative allocations of tax items as may be appropriatenecessary to minimize or eliminate any economic distortions that may result from any required Regulatory Allocations.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.15.6, provisions are included in this Agreement governing the allocation of taxable income, gain, loss, deduction and credit (and items thereof) are included in this Agreement as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductionsNonrecourse Deductions” and “partner non-recourse deductionsMember Nonrecourse Deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code Code. In the event any Member has a deficit Target Capital Account at the end of any Fiscal Year, such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible. The Members intend that the allocations required by the two preceding sentences (such regulatory allocations, the “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall ) will be offset by other Regulatory Allocations or special allocations of tax items so that the each Member’s share of the Net Income and Profit, Net Loss and capital of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing MemberBoard of Managers, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to shall make such special curative allocations of tax items as may be appropriatenecessary to minimize or eliminate any economic distortions that may result from any required Regulatory Allocations.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.15.7, provisions are included in this Agreement governing the allocation of taxable income, gain, loss, deduction and credit (and items thereof) shall be deemed to be included in this Agreement as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductionsNonrecourse Deductions” and “partner non-recourse deductionsMember Nonrecourse Deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code (such regulatory allocations, “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of tax items so that the each Member’s share of the Net Income and Profit, Net Loss and capital of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose purpose, the Managing MemberBoard of Managers, based on the advice of the Company’s auditors or tax counselcounsel and advisors, is hereby authorized to make such special curative allocations of tax items as may be appropriatenecessary to minimize or eliminate any economic distortions that may result from any required Regulatory Allocations.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.15.7, provisions are included in this Agreement governing the allocation of taxable income, gain, loss, deduction and credit (and items thereof) are included in this Agreement as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductions” (i) Company Minimum Gain and “partner non-recourse deductions” Member Minimum Gain and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code and (such regulatory allocationsii) so-called “Nonrecourse Deductions” and “Member Nonrecourse Deductions” (clauses (i) and (ii) together, the “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the each Member’s share of the Net Income and Profit, Net Loss and capital of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing MemberBoard of Managers, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to make such special curative allocations of tax items as may be appropriatenecessary to minimize or eliminate any economic distortions that may result from any required Regulatory Allocations.

Regulatory Allocations. Although the Members do it is not anticipate anticipated that events will arise that will require application of the provisions of this Section 5.17.9, provisions there are hereby included in this Agreement such provisions governing the allocation of income, gain, loss, deduction and credit (and items thereof) as may be necessary to provide that the Company’s a Series’ allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductionsNonrecourse Deductions” and “partner non-recourse deductionsMember Nonrecourse Deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code (such regulatory allocations, “Regulatory Allocations”); provided, however, that it is the intent of the Members intend that that, to the extent possible, all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so such that the each Member’s share of the Net Income and Profit, Net Loss and Capital of the Company of each Member a Series will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For To this purpose end the Managing MemberSeries Managers, based on the advice of the Company’s auditors or tax counsel, is are hereby authorized to make such special curative allocations of items as may be appropriatenecessary to minimize or eliminate any economic distortions that may result from any required Regulatory Allocations.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.15.7, provisions are included in this Agreement governing the allocation of taxable income, gain, loss, deduction and credit (and items thereof) are included in this Agreement as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductionsNonrecourse Deductions” and “partner non-recourse deductionsMember Nonrecourse Deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code (such regulatory allocations, the “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the each Member’s share of the Net Income and Profit, Net Loss and capital of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing MemberManager, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to make such special curative allocations of tax items as may be appropriatenecessary to minimize or eliminate any economic distortions that may result from any required Regulatory Allocations.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.15.7, provisions are included in this Agreement governing the allocation of taxable income, gain, loss, deduction and credit (and items thereof) are included in this Agreement as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductionsNonrecourse Deductions” and “partner non-recourse deductionsMember Nonrecourse Deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code (such regulatory allocations, the “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the each Member’s share of the Net Income and Profit, Net Loss and capital of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing MemberManager, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to make such special curative allocations of tax items as may be appropriatenecessary to minimize or eliminate any distortions that may result from any required Regulatory Allocations.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.15.7, provisions are included in this Agreement governing the allocation of taxable income, gain, loss, deduction and credit (and items thereof) are included in this Agreement as may be necessary to provide that the Company’s 's allocation provisions contain a so-called “qualified income offset” "Qualified Income Offset" within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d) and comply with all provisions relating to the allocation of so-called “non-recourse deductions” (i) Company Minimum Gain and “partner non-recourse deductions” Member Nonrecourse Debt Minimum Gain and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code and (such regulatory allocationsii) Nonrecourse Deductions and Member Nonrecourse Deductions (clauses (i) and (ii) together, “the "Regulatory Allocations”"); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the each Member's share of the Net Income and Profit, Net Loss and capital of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose purpose, the Managing MemberBoard of Managers, based on the advice of the Company’s 's auditors or tax counsel, is hereby authorized to make such special curative allocations of tax items as may be appropriatenecessary to minimize or eliminate any economic distortions that may result from any required Regulatory Allocations.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.16.7, provisions are included in this Agreement governing the allocation of income, gain, loss, deduction and credit (and items thereof) as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “nonNon-recourse deductionsDeductions” and “partner nonPartner Non-recourse deductionsDeductions” and the chargeback thereof as set forth in the Treasury Regulations regulations promulgated under Section 704(b) of the Code (such regulatory allocations, “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the share of the Net Income Profit and Net Loss of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing Member, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to make such special curative allocations as may be appropriate.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.15.1(b), the provisions are included in this Agreement governing the allocation of income, gain, loss, deduction and credit (and items thereof) as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductions” and “partner non-recourse deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section section 704(b) of the Code (such regulatory allocations, “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the share of the Net Income and Net Loss of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing Member, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to make such special curative allocations as may be appropriate.

Regulatory Allocations. Although the Members do not anticipate that events will arise that will require application of this Section 5.16.6, provisions are included in this Agreement governing the allocation of income, gain, loss, deduction and credit (and items thereof) as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “nonNon-recourse deductionsDeductions” and “partner nonPartner Non-recourse deductionsDeductions” and the chargeback thereof as set forth in the Treasury Regulations regulations promulgated under Section 704(b) of the Code (such regulatory allocations, “Regulatory Allocations”); provided, however, that the Members intend that all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so that the share of the Net Income Profit and Net Loss of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For this purpose the Managing Member, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to make such special curative allocations as may be appropriate.

Regulatory Allocations. Although the Members do it is not anticipate anticipated that events will arise that will require application of the provisions of this Section 5.17.10, provisions there are hereby included in this Agreement such provisions governing the allocation of income, gain, loss, deduction and credit (and items thereof) as may be necessary to provide that the Company’s allocation provisions contain a so-called “qualified income offsetQualified Income Offset” and comply with all provisions relating to the allocation of so-called “non-recourse deductionsNonrecourse Deductions” and “partner non-recourse deductionsMember Nonrecourse Deductions” and the chargeback thereof as set forth in the Treasury Regulations under Section 704(b) of the Code (such regulatory allocations, “Regulatory Allocations”); provided, however, that it is the intent of the Members intend that that, to the extent possible, all Regulatory Allocations that may be required shall be offset by other Regulatory Allocations or special allocations of items so such that the each Member’s share of the Net Income and Profit, Net Loss and Capital of the Company of each Member will be the same as it would have been had the events requiring the Regulatory Allocations not occurred. For To this purpose end the Managing MemberBoard of Managers, based on the advice of the Company’s auditors or tax counsel, is hereby authorized to make such special curative allocations of items as may be appropriatenecessary to minimize or eliminate any economic distortions that may result from any required Regulatory Allocations.