Common use of Required Tax Allocations Clause in Contracts

Required Tax Allocations. All items of income, gain, loss, deduction and credit for federal income tax purposes shall be allocated to each Member in the same manner as the Net Income or Net Loss (and each item of income, gain, loss and deduction related thereto) that is allocated to such Member pursuant to Section 4.3(a), (b) and (c) to which such tax items relate. Notwithstanding the foregoing provisions of this Section 4.3, income, gain, loss and deduction with respect to property contributed to the Company by a Member shall be shared among the Members for federal and state income tax purposes pursuant to Regulations promulgated under Section 704(c) of the Code, so as to take account of the variation, if any, between the basis of the property to the Company and its initial Gross Asset Value in accordance with the method selected by the Tax Matters Partner. The Management Committee shall use reasonable efforts to structure any sale or other disposition by the Company of its assets in a manner that will defer the amount of any taxable income required to be so taken into account until the occurrence of a taxable Sale of the Company. In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (b), (c), or (d) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations consistent with the requirements of Treasury Regulation Section 1.704-1(b)(2)(iv)(g). Allocations pursuant to this Section 4.3(d) are solely for purposes of federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Loss, other tax items or distributions pursuant to any provision of this Agreement. The Company shall make “adequate identification” (as such term is used in Treasury Regulation Section 1.1012-1(c)) of shares of PGA Holdings with a basis lower than their Gross Asset Value as of the date such shares are contributed to the Company (the “Rollover Shares”). Subject to compliance with Section 4.4 hereof, if the Company distributes shares of PGA Holdings to the Members hereunder, the Company shall distribute any Rollover Shares to the Members that contributed such Rollover Shares to the Company.

Required Tax Allocations. All items of income, gain, loss, deduction and credit for federal income tax purposes shall be allocated to each Member in the same manner as the Net Income or Net Loss (and each item of income, gain, loss and deduction related thereto) that is allocated to such Member pursuant to Section 4.3(a), (b) and (c) to which such tax items relate. Notwithstanding the foregoing provisions of this Section 4.3, income, gain, loss and deduction with respect to property contributed to the Company by a Member shall be shared among the Members for federal and state income tax purposes pursuant to Regulations promulgated under Section 704(c) of the Code, so as to take account of the variation, if any, between the basis of the property to the Company and its initial Gross Asset Value in accordance with the method selected by the Tax Matters Partner“traditional method”. The Management Committee shall use reasonable efforts to structure any sale or other disposition by the Company of its assets in a manner that will defer the amount of any taxable income required to be so taken into account until the occurrence of a taxable Sale of the Company. In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (b), (c), or (d) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations consistent with the requirements of Treasury Regulation Section 1.704-1(b)(2)(iv)(g). Allocations pursuant to this Section 4.3(d) are solely for purposes of federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Loss, other tax items or distributions pursuant to any provision of this Agreement. The Company shall make “adequate identification” (as such term is used in Treasury Regulation Section 1.1012-1(c)) of shares of PGA Holdings with a basis lower than their Gross Asset Value as of the date such shares are contributed to the Company (the “Rollover Shares”). Subject to compliance with Section 4.4 hereof, if the Company distributes shares of PGA Holdings to the Members hereunder, the Company shall distribute any Rollover Shares to the Members that contributed such Rollover Shares to the Company.

Required Tax Allocations. All items of income, gain, loss, deduction and credit for federal income tax purposes shall be allocated to each Member in the same manner as the Net Income or Net Loss (and each item of income, gain, loss and deduction related thereto) that is allocated to such Member pursuant to Section 4.3(a), (b) and (c) to which such tax items relate. Notwithstanding the foregoing provisions of this Section 4.3, income, gain, loss and deduction with respect to property contributed to the Company by a Member shall be shared among the Members for federal and state income tax purposes pursuant to Regulations promulgated under Section 704(c) of the Code, so as to take account of the variation, if any, between the basis of the property to the Company and its initial Gross Asset Value in accordance with the method selected by the Tax Matters Partner. The Management Committee shall use reasonable efforts to structure any sale or other disposition by the Company of its assets in a manner that will defer the amount of any taxable income required to be so taken into account until the occurrence of a taxable Sale of the CompanyValue. In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (b), (c), or (d) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations consistent with the requirements of Treasury Regulation Section 1.704-1(b)(2)(iv)(g). Allocations pursuant to this Section 4.3(d) are solely for purposes of federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Loss, other tax items or distributions pursuant to any provision of this Agreement. The Company shall make “adequate identification” (as such term is used in Treasury Regulation Section 1.1012-1(c)) of shares of PGA Holdings with a basis lower than their Gross Asset Value as of the date such shares are contributed to the Company (the “Rollover Shares”). Subject to compliance with Section 4.4 hereof, if the Company distributes shares of PGA Holdings to the Members hereunder, the Company shall distribute any Rollover Shares to the Members that contributed such Rollover Shares to the Company.