Section 482 Adjustments Sample Clauses

Section 482 Adjustments. If JerseyCo is allowed any deduction by reason of a payment imputed to a holder of JerseyCo Shares (or an Affiliate thereof) under Section 482 of the Code or similar provision of applicable Law, the resulting deduction shall be allocated to such holder, and such holder shall be deemed to contribute an equivalent amount to JerseyCo, resulting in no net change in such holder’s Capital Account. If JerseyCo is imputed any income by reason of a payment imputed from a holder of JerseyCo Shares (or an Affiliate thereof, or any direct or indirect owners thereof) under Section 482 of the Code or similar provision of applicable Law, the resulting income shall be allocated to such holder, and such holder shall be deemed to receive as a Distribution an equivalent amount from JerseyCo, resulting in no net change in such holder’s Capital Account.

Section 482 Adjustments. If the Company is allowed any deduction by reason of a payment imputed to a Shareholder or Affiliate of a Shareholder under Section 482 of the Code or otherwise, the resulting deduction shall be allocated to such Shareholder, and such Shareholder shall be deemed to contribute an equivalent amount to the Company, resulting in no net change in such Shareholder's Capital Account. If the Company is imputed any income by reason of a payment imputed from a Shareholder or Affiliate of a Shareholder under Section 482 of the Code or otherwise, the resulting income shall be allocated to such Shareholder, and such Shareholder shall be deemed to receive as a distribution an equivalent amount from the Company, resulting in no net change in such Shareholder's Capital Account.

Section 482 Adjustments. (a) Company Section 482 Adjustment. If the Internal Revenue Service or any applicable state or local taxing authority reallocates an item of income, deduction or loss to the Company pursuant to Code Section 482 or any similar rule or principle of law (a "Company Section 482 Allocation"), and a Member or an Affiliate of such Member has a corresponding "correlative item," as determined under Regulations Section 1.482-1(g) (the "Member Correlative Item"), the item of income, deduction or loss constituting such Company Section 482 Allocation shall be specially allocated to and reflected in the Capital Account of the Member who received (or whose Affiliate received) such Member Correlative Item, and such Member shall be treated as making any corresponding deemed capital contribution or receiving any corresponding deemed distribution, with such deemed capital contribution or distribution, as the case may be, reflected in the Capital Account of such Member.

Section 482 Adjustments