Common use of Section 754 Adjustment Clause in Contracts

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Regulations section 1.704-1(b)(2)(iv)(m)(2) or Regulations section 1.704-1(b)(2) (iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Class A Common Units in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders of Class A Common Units in accordance with their respective Percentage Interests in the event that Regulations section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) to whom such distribution was made in the event that Regulations section 1.704-1(b) (2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company Partnership asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Regulations section 1.704-1(b)(2)(iv)(m)(2) or Regulations section Section 1.704-1(b)(2) (iv)(m)(4iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Class A Partnership Common Units in complete liquidation of its interest in the CompanyPartnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders of Class A Common Units in accordance with their respective Percentage Interests in the event that Regulations section Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) to whom such distribution was made in the event that Regulations section Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Section Code section 734(b) of the or Code or Section section 743(b) of the Code is required, pursuant to Regulations section 1.704-1(b)(2)(iv)(m)(2) or Regulations section 1.704-1(b)(2) (iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Class A Company Common Units in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders of Class A Company Common Units in accordance with their respective Percentage Interests in the event that Regulations section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) to whom such distribution was made in the event that Regulations section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Regulations section Section 1.704-1(b)(2)(iv)(m)(2) or Regulations section Section 1.704-1(b)(2) (iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Class A Common Units Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall (to the extent permitted by the Regulations to Code Section 704(b)) be treated taken into account as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis)) from the disposition of the asset for purposes of computing Income or Loss; otherwise, and to the extent not so permitted by the Regulations, such gain or loss shall be specially allocated to the Holders of Class A Common Units Members in accordance with their respective Percentage Interests Units in the event that Regulations section Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) Members to whom such distribution was made in the event that Regulations section Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company Partnership asset pursuant to Section Code section 734(b) of the or Code or Section section 743(b) of the Code is required, pursuant to Regulations section 1.704-1(b)(2)(iv)(m)(2) or Regulations section 1.704-1(b)(2) (iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Class A Common Units in complete liquidation of its interest in the CompanyPartnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders of Class A Common Units in accordance with their respective Percentage Interests in the event that Regulations section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) to whom such distribution was made in the event that Regulations section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company Partnership asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Regulations section Section 1.704-1(b)(2)(iv)(m)(2) or Regulations section Section 1.704-1(b)(2) (iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the a result of a distribution to a Holder of Class A Partnership Common Units in complete liquidation of its interest in the CompanyPartnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders of Class A Partnership Common Units in accordance with their respective Percentage Interests in the event that Regulations section Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) to whom such distribution was made in the event that Regulations section Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company Partnership asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Regulations section Section 1.704-1(b)(2)(iv)(m)(2) or Regulations section Section 1.704-1(b)(2) (iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Class A Partnership Common Units in complete liquidation of its interest in the CompanyPartnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders of Class A Common Units in accordance with their respective Percentage Interests in the event that Regulations section Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) to whom such distribution was made in the event that Regulations section Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Regulations section Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) or Regulations section Treasury Regulation Section 1.704-1(b)(2) (iv)(m)(4l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the a result of a distribution to a Holder of Class A Common Units Member in complete liquidation of its such Member’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), ) and such gain or loss shall be specially allocated to the Holders of Class A Common Units Members in accordance with their respective Percentage Interests interests in the Company in the event that Treasury Regulations section Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) applies, or to the Holder(s) Members to whom such distribution was made in the event that Treasury Regulations section Section 1.704-1(b) 1 (2)(iv)(m)(4b)(2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment ---------------------- to the adjusted tax basis of any Company Partnership asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Regulations section 1.704-1(b)(2)(iv)(m)(2) or Regulations section Section 1.704-1(b)(2) (iv)(m)(4iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Class A Partnership Common Units in complete liquidation of its interest in the CompanyPartnership or to any Investor in complete liquidation of its Investor Unit Rights, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders of Class A Common Units in accordance with their respective Percentage Interests in the event that Regulations section Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) to whom such distribution was made in the event that Regulations section Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Regulations section Section 1.704-1(b)(2)(iv)(m)(2) or Regulations section Section 1.704-1(b)(2) (iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the a result of a distribution to a Holder of Class A Common Units in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders of Class A Common Units in accordance with their respective Percentage Interests in the event that Regulations section Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) to whom such distribution was made in the event that Regulations section Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Regulations section Section 1.704-1(b)(2)(iv)(m)(2) or Regulations section Section 1.704-1(b)(2) (iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the a result of a distribution to a Holder of Class A Common Units in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to (A) the Holders of Class A Common Units in accordance with their respective Percentage Interests Holders, in the event that Regulations section Section 1.704-1(b)(2)(iv)(m)(2) applies, in the same manner in which the unrealized gain or loss that is displaced by such adjustment would have been allocated if the property the basis of which is adjusted were sold immediately prior to such adjustment for its recomputed adjusted tax basis or (B) to the Holder(s) to whom such distribution was made in the event that Regulations section Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treasury Regulations section Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) or Treasury Regulations section Section 1.704-1(b)(2) (iv)(m)(4l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution Distribution to a Holder of Class A Common Units Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), ) and such gain or loss shall be specially allocated to the Holders of Class A Common Units Members in accordance with their respective Percentage Interests interests in the Company in the event that Treasury Regulations section 1.704-Section 1.704- 1(b)(2)(iv)(m)(2) applies, or to the Holder(s) Members to whom such distribution Distribution was made in the event that Treasury Regulations section Section 1.704-1(b) (2)(iv)(m)(4l(b)(2)(iv)(m)( 4) applies.

Section 754 Adjustment. To the extent that an adjustment to the ---------------------- adjusted tax basis of any Company Partnership asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Regulations section Section 1.704-1(b)(2)(iv)(m)(2) or Regulations section Section 1.704-1(b)(2) (iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Class A Common Partnership Units in complete liquidation of its interest in the CompanyPartnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders of Class A Common Units in accordance with their respective Percentage Interests Partnership Units in the event that Regulations section Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) Holders to whom such distribution was made in the event that Regulations section Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4) applies.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Regulations section 1.704-1(b)(2)(iv)(m)(2) or Regulations section 1.704-1(b)(2) (iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Class A Common Units in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders of Class A Common Units in accordance with their respective Percentage Interests in the event that Regulations section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) to whom such distribution was made in the event that Regulations section 1.704-1(b) (2)(iv)(m)(4) applies.Units

Section 754 Adjustment. To the extent that an adjustment to the ---------------------- adjusted tax basis of any Company Partnership asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Regulations section 1.704-1(b)(2)(iv)(m)(2Section 1.704- 1 (b)(2)(iv)(m)(2) or Regulations section 1.704-1(b)(2Section 1.704- 1 (b)(2)(iv)(m)(4) (iv)(m)(4)of the Treasury Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Class A Common Units Unitholder in complete liquidation of its interest in the CompanyPartnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders of Class A Common Units Unitholders in accordance with their respective Percentage Interests Partnership Units in the event that Regulations section Section 1.704-1(b)(2)(iv)(m)(2) of the Treasury Regulations applies, or to the Holder(s) Unitholders to whom such distribution was made in the event that Regulations section Section 1.704-1(b1(b)(2)(iv)(m)(4) (2)(iv)(m)(4) of the Treasury Regulations applies.

Section 754 Adjustment. To the extent that an adjustment to the ---------------------- adjusted tax basis of any Company Partnership asset pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Regulations section Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Regulations section Treasury Regulation Section 1.704-1(b)(2) (iv)(m)(41(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder of Class A Common Units Partner in complete liquidation of its his interest in the CompanyPartnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), ) and such gain or loss shall be specially allocated to the Holders of Class A Common Units Partners in accordance with their respective Percentage Interests interests in the Partnership in the event that Regulations section Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holder(s) Partners to whom such distribution was made in the event that Regulations section Treasury Regulation Section 1.704-1(b) (2)(iv)(m)(41(b)(2)(iv)(m)(4) applies.