Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder in complete liquidation of such Unit Holder's interest in the Company, the amount of such adjustment to 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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)
Appears in 7 contracts
Samples: Operating Agreement (Cardinal Ethanol LLC), Operating Agreement (Cardinal Ethanol LLC), Operating Agreement (Minnesota Corn Processors LLC)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section section 734(b) or Code Section section 743(b) is required, pursuant to or Regulations Section § 1.704-1(b)(2)(iv)(m)(2) or § 1.704-1(b)(2)(iv)(m)(4), is required to be taken into account in determining Capital Accounts as the result of a distribution Distribution to a Unit Holder Member in complete liquidation of such Unit Holder's interest Member’s Interest in the Company, the amount of such adjustment to 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 Allocated to the Unit Holders Members in accordance with their interests Interests in the Company in the event Regulations Section § 1.704- 1(b)(2)(iv)(m)(2) applies, or to the Member to whom such Distribution was made in the event Regulations § 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(4) applies.
Appears in 6 contracts
Samples: LLC Operating Agreement (Opening Night Enterprises, LLC), LLC Operating Agreement (Opening Night Enterprises, LLC), LLC Operating Agreement (Opening Night Enterprises, LLC)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) ), is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit HolderMember's interest in the Company, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies or to the Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 3 contracts
Samples: Operating Agreement (Macquarie Infrastructure CO Trust), Operating Agreement (Macquarie Infrastructure CO Trust), Operating Agreement (Macquarie Infrastructure Assets Trust)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit Holder's interest in the CompanyMember’s Interest, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (General Mills Inc), Limited Liability Company Agreement (General Mills Inc), Limited Liability Company Agreement (General Mills Inc)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section Regulation §§1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit Holder's his, her or its interest in the Company, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests in the Company in the event Regulations Section that Regulation §1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event that Regulations §1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Rhove Real Estate 1, LLC), Membership Interest Purchase Agreement (Rhove Real Estate 1, LLC), Asset Purchase Agreement (Rhove Real Estate 1, LLC)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit Holder's its interest in the Company, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests in the Company Member Percentages in the event Regulations that Regulation Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event that Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 2 contracts
Samples: Operating Agreement (China Direct Trading Corp), Operating Agreement (China Direct Trading Corp)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit Holder's Member’s interest in the Company, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. Execution Copy Northern Pass LLC Operating Agreement
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Nstar/Ma)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit Holder's Member’s interest in the Company, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 2 contracts
Samples: Operating Agreement (OCM HoldCo, LLC), Operating Agreement (OCM HoldCo, LLC)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, Property pursuant to Code Section 734(b) or Code Section 743(b) is required, 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 Distribution to a Unit Holder Member in complete liquidation of such Unit Holderthe Member's interest in the CompanyUnits, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests Units in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom such Distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 1 contract
Samples: Limited Liability Company Agreement (WPT Enterprises Inc)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, Property pursuant to Code Section section 734(b) or Code Section section 743(b) is required, 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 Distribution to a Unit Holder Member in complete liquidation of such Unit Holderthe Member's interest in the CompanyInterest, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests Interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom such Distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 1 contract
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(21(b)(2)(iv)(m)(4) or Regulations Section 1.704-1(b)(2)(iv)(m)(41(b)(2)(iv)(m)(2), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder Member in complete liquidation of such Unit Holder's its interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) asset or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders Members in accordance with their interests in the Company Percentage Interests in the event that Regulations Section l.704-1(b)(2)(iv)(m)(2) applied, or to the Member to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(4) applies.
Appears in 1 contract
Section 754 Adjustments. To the extent that an adjustment to the adjusted tax basis of any Company asset, Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, required pursuant to Regulations Section Sections 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit Holder's its interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the assetsuch Company Asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated (i) to the Unit Holders Members in accordance with their respective interests in the Company in the event Company, if Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or (ii) to the Member to which such distribution was made, if Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (SFX Entertainment, INC)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, property pursuant to Code Section 734(b) or Code Section 743(b) is required, required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder member in complete liquidation of such Unit Holder's interest in the Companyits Interest, the amount of such adjustment to 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 Unit Holders members in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)
Appears in 1 contract
Section 754 Adjustments. To the extent that an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) is required, required pursuant to Regulations Section Sections 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder Member in complete liquidation of such Unit Holder's its interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the such Company asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated (i) to the Unit Holders Members in accordance with their respective interests in the Company in the event Company, if Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or (ii) to the Member to which such distribution was made, if Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 1 contract
Samples: Operating Agreement (Quigley Corp)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(21 (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 Unit Holder Member in complete liquidation of such Unit Holderthe Member's interest in the Company, the amount of such the adjustment to 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 the basis) and such the gain or loss shall be specially allocated to the Unit Holders Member in accordance with their interests in the Company in the event if Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom the distribution was made if Regulations Section 1.704-1 (b)(2)(iv)(m)(4) applies.
Appears in 1 contract
Samples: Operating Agreement (Excel Corp)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) 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 Unit Holder Member in complete liquidation of such Unit Holder's its interest in the Company, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests Interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 1 contract
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section section 734(b) or Code Section section 743(b) is required, pursuant to Regulations Section 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 Unit Holder Member in complete liquidation of such Unit Holder's interest in the Companyits Company Interest, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests in the Company Interests in the event that Regulations Section section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event that Regulations section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Ashford Hospitality Trust Inc)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section section 734(b) or Code Section section 743(b) is required, pursuant to Regulations Section 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 Unit Holder Member in complete liquidation of such Unit Holder's interest in the Companyits Company Interest, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests in the Company Interests in the event that Regulations Section section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv) (m)(2) applies, or to the Member to whom such distribution was made in the event that Regulations section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Ashford Hospitality Trust Inc)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 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 Unit Holder in complete liquidation of such Unit Holder's interest in the Company, the amount of such adjustment to 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 Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)the
Appears in 1 contract
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, asset pursuant to Code Section 734(b) or Code Section 743(b) 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 Unit Holder Member in complete liquidation of such Unit Holder's interest in the Companyhis or her interests, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests in the Company Economic Interests in the event that Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Baseline Oil & Gas Corp.)
Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, Property pursuant to Code Section 734(b) or Code Section 743(b) is required, required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), 1 (b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution Distribution to a Unit Holder Member in complete liquidation of such Unit Holderthe Member's interest in the CompanyUnits, the amount of such adjustment to 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 Unit Holders Members in accordance with their interests Units in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) applies, or to the Member to whom such Distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.
Appears in 1 contract