Section 704(c) Method. The Partnership shall report allocations of income, gain, loss and deduction (as computed for tax purposes) with respect to the Contribution so as to take account of the Section 704(c) built-in gain of such properties under Code Section 704(c) or the principles set forth in Treasury Regulations section 1.704-3(a), as the case may be, using the traditional method (as specifically provided in Treasury Regulations section 1.704-3(b)).
Section 704(c) Method. The Operating Partnership shall use the “traditional method” with respect to the Properties, with no “curative allocation” of income or gain to offset any “shortfall” in depreciation that results by reason of the use of the “traditional method,” including upon sale of any Property.
Section 704(c) Method. The Operating Partnership shall use the “remedial method” described in Treasury Regulation § 1.704-3(d) for purposes of making allocations under Section 704(c) of the Code with respect to any book-tax disparities in connection with the Contributed Interests and underlying Properties at the time of their contribution to the Operating Partnership.
Section 704(c) Method. The Operating Partnership shall use the “traditional method” described in Treas. Reg. § 1.704-3(b) with respect to the contributed Holdings Interests and the related Participating Entity Interests and underlying Properties, with no “curative allocation” of income or gain to offset any “shortfall” in depreciation that results by reason of the use of the “traditional method,” following any “Book-Up Event” (i.e., a subsequent issuance of OP Units (as defined in the Operating Partnership Agreement), an in-kind contribution of property to the Operating Partnership in exchange for OP Units, or a redemption of OP Units).
Section 704(c) Method. LVP shall use, and shall cause any other entity in which LVP has a direct or indirect interest to use, the “traditional method” under Treasury Regulation Section 1.704-3(b) without curative allocations for purposes of making allocations under Section 704(c) of the Code or reverse Section 704(c) allocations with respect to the Contributed Interest and the Properties to take into account the book-tax disparities as of the effective time of the Contribution with respect to the Contributed Interest and the Properties.
Section 704(c) Method. The Operating Partnership shall use the “traditional method” described in Treas. Reg. § 1.704-3(b) with respect to the assets of SCP III, with no “curative allocation” of income or gain to offset any “shortfall” in depreciation that results by reason of the use of the “traditional method,” following any “Book-Up Event” (i.e., a subsequent issuance of OP Units (as defined in the Operating Partnership Agreement), an in-kind contribution of property to the Operating Partnership in exchange for OP Units, or a redemption of OP Units).
Section 704(c) Method. The Operating Company shall report allocations of income, gain, loss and deduction (as computed for tax purposes) with respect to the Merger and the contribution of the Contributed Property so as to take account of the Section 704(c) built-in gain of such property under Code Section 704(c) or the principles set forth in Treasury Regulation Section 1.704-3(a), as the case may be, using the “traditional method” under Treasury Regulation Section 1.704-3(b), subject to applicable law.
Section 704(c) Method. LVP and POAC shall use, and each of LVP and POAC shall cause any other entity in which it has a direct or indirect interest to use, the “traditional method” under Treasury Regulation Section 1.704-3(b) without curative allocations for purposes of making allocations under Section 704(c) of the Code or reverse Section 704(c) allocations with respect to the Contributed Interest and the Properties to take into account the book-tax disparities as of the date hereof with respect to the Contributed Interest and the Properties.
Section 704(c) Method. With respect to the Contributed Assets, the Company will use, and will cause any entity (classified as a partnership for Federal income tax purposes) in which the Company holds a direct or indirect interest to use, the “traditional method with curative allocations” with the curative allocation limited to the gain on a Disposition of a Contributed Asset to the extent permitted under Treasury Regulation Section 1.704-3(c). The Company will cause any entity that is treated as a partnership for federal income tax purposes to which any of the Contributed Assets are transferred in a transaction that is wholly or partially nontaxable (i) to use such “traditional method with curative allocations” with the curative allocation limited to the gain on a Disposition of a Contributed Asset to the extent permitted under Treasury Regulation Section 1.704-3(c), and (ii) to agree, for the benefit of the Protected Parties, to be bound by the provisions of this Section 2 as though such entity were the Company. The parties agree that (i) Section 704(c) of the Code and the principles thereunder will apply to any Disposition of Contributed Assets, (ii) Section 704(c) of the Code and the principles thereunder will not apply to allocations from the Company of items of depreciation from property that has an adjusted tax basis equal to its basis under Section 704(b) of the Code, and (iii) the BCR Interests will not be treated as property subject to the allowance for depreciation or amortization under either Section 704(b) or (c) of the Code. To the extent (x) any of the above methods is determined by a court to be a method that is not permitted under Section 704(c) of the Code or the Treasury Regulations promulgated thereunder, or (y) there is a settlement of an examination of the Company’s federal income tax return to the effect that any of the above methods are not permitted under Section 704(c) of the Code or the Treasury Regulations promulgated thereunder, the Managing Member shall adopt a substitute method that varies from the original method to the least extent permitted under the Code and Treasury Regulations which is as neutral to FCEI as possible, and the method so determined shall be used and shall be deemed to be a method specified in this Section 2. If the Managing Member in consultation with its tax advisor does not believe that the method selected by the Protected Party is supported by Substantial Authority, the Protected Party Representative will select an alternative...
Section 704(c) Method. The General Partner shall cause the Partnership and any other entity in which the Partnership has a direct or indirect interest to use, to the extent permitted under the Code, the “traditional method” under Regulations Section 1.704-3(b) for purposes of making allocations under Code Section 704(c) with respect to the Protected Property to take into account the book-tax disparities as of the effective time of the execution of this Agreement and with respect to any revaluation of such Protected Property pursuant to Regulations Sections 1.704-1(b)(2)(iv)(f), 1.704-1(b)(2)(iv)(g), and 1.704-3(a)(6) with no “curative allocations,” “remedial allocations,” or adjustments to other items to offset the effect of the “ceiling rule.” For purposes of Code Sec. 704(c), the amount of the Section 704(c) built-in gain shall be the amount Built-In Gain with respect to the Protected Property as set forth on Exhibit C.
