Common use of Section 754 Adjustments Clause in Contracts

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury 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, 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 Members in accordance with their interests in the Company in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company Property pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section sections 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4)) of the Regulations, to be taken into account in determining Capital AccountsAccounts as the result of a distribution to a Member in complete liquidation of its Membership Interest, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Treasury Regulation Section that section 1.704-1(b)(2)(iv)(m)(2) of the Regulations applies, or to the Member Members to whom such distribution was made in the event Treasury Regulation Section that section 1.704-1(b)(2)(iv)(m)(4) of the Regulations applies, in each case in accordance with the rules of Section 4.1.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), ) of the Regulations to be taken into account in determining Capital AccountsAccounts as the result of a distribution to a Member in complete liquidation of its Interest, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) of the Regulations applies, or to the Member to whom such distribution was made in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) of the Regulations applies.

Section 754 Adjustments. To the extent that, under Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), an adjustment to the adjusted tax basis of any Asset, Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to Treasury 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 required in determining Capital Accountsapital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s Units, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company respective Capital Account balances in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, required pursuant to Treasury Regulation Section Regulations §1.704-1(b)(2)(iv)(m)(2) or Section Treasury Regulations §1.704-1(b)(2)(iv)(m)(4), ) to be taken into account in determining Capital Accounts, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members Members, respectively, in accordance with proportion to their interests in the Company respective Participation Percentages in the event Treasury Regulation Section 1.704-Regulations §1.704- 1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Section Regulations §1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company asset pursuant to Code Section 734(b) or Section 743(b) of the Code is required, required pursuant to Treasury 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 AccountsAccounts as the result of a distribution to a Member in complete liquidation of 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests either Section 5.01(a)(i) or Section 5.01(a)(ii), as in effect at the Company time of the adjustment, in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any AssetCompany asset, pursuant to Code Section 734(b) or Code Section 743(b) of the Code ), is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4(4), to be taken into account in determining Capital AccountsAccounts as the result of a distribution to a Member in complete liquidation of 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, applies or to the Member to whom such distribution was made in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1.704- 1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4)) of the Regulations, to be taken into account in determining Capital Accounts, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members Partners in accordance with their interests interest in the Company Partnership in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) of the Regulations applies, or to the Member Partner to whom such distribution was made in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) of the Regulations applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to Treasury Regulation Section Regulations Sections 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4(4), to be taken into account in determining Capital Accounts, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests interest in the Company in the event Treasury Regulation that Regulations Section 1.704-1(b)(2)(iv)(m)(21.704- l(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation that Regulations Section 1.704-1(b)(2)(iv)(m)(4I(b)(2)(v)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any AssetCompany asset, pursuant to Code Section 734(b) or Code Section 743(b) of the Code ), is required, pursuant to Treasury Regulation 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, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies1(b)(2)(iv)(m).

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company asset pursuant to Section Code Sections 732(d), 734(b) or 743(b) of the Code is required, required pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(21(b)(2)(iv)(m) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital AccountsAccounts as the result of a distribution in complete liquidation of a 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 tax basis of the Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to among the Members in accordance with proportion to their interests in the Company relative Sharing Percentages in the event that Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member Members to whom such distribution was made in the event that Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, pursuant Company asset pur­suant to Code Section 734(b) or Code Section 743(b) of the Code is required, required pursuant to Treasury Regulation 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 AccountsAccounts as the result of a distribution to a Member in complete liquidation of its Interest, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any AssetLLC asset, pursuant to Code Section 734(b) or Section 743(b) of the Code is required, pursuant to Treasury Regulation or Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), is required to be taken into account in determining Capital AccountsAccounts as the result of a distribution to a Member in complete liquidation of such Member's Interest in the LLC, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests Interests in the Company LLC in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company property pursuant to Section 734(b1.704-l(b)(2)(iv)(m)(2) or 743(bSection 1.704- 1(b)(2)(iv)(m)(4) of the Code Treasury Regulations, is required, pursuant to Treasury 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 AccountsAccounts as the result of a distribution to a Member in complete liquidation of his Membership Interest, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company respective Membership Interests in the event Treasury Regulation that Section 1.704-1(b)(2)(iv)(m)(2) of the Treasury Regulations applies, or to the Member Members to whom such distribution was made in the event Treasury Regulation that Section 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company asset pursuant to Code Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704Treasury Regulations Section 1. 704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to among the Members in accordance a manner consistent with the manner in which each of their interests in respective Capital Accounts are required to be adjusted pursuant to such section of the Company in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesRegulations.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to that Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), ) requires that an adjustment to the tax basis of any asset of the Company under Section 734(b) of the Code or Section 743(b) of the Code be taken into account in determining Capital Accountsthe Membership Interest of any Member, 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 Assetasset) or loss (if the adjustment decreases such basis) and such the basis of the asset). Such gain or loss shall will be specially allocated to the Members in accordance with proportion to their interests in the Company in Company, as reasonably determined by the event Members (if Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies), or to the Member to whom such distribution was made as provided in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(4) (if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies).

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(41(b)(2)(iv)(m), to be taken into account in determining Capital AccountsAccounts as a result of a distribution to a Member in complete liquidation of its Interests, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required, required pursuant to Treasury Regulation 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 AccountsAccounts as the result of a distribution to a Member in complete liquidation of its Interest, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company assets pursuant to Code Section 734(b) or 743(b) of the Code is required, required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4)(4) of the Treasury Regulations, to be taken into account in determining Capital AccountsAccounts as the result of a distribution to a 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event Treasury Regulation that Section 1.704-1(b)(2)(iv)(m)(2) of the Treasury Regulations applies, or to the Member to whom such distribution was made in the event Treasury Regulation Section that 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations applies.

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Asset, Company asset pursuant to Code Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704l.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts, 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 Assetasset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to among the Members in accordance a manner consistent with the manner in which each of their interests in respective Capital Accounts are required to be adjusted pursuant to such section of the Company in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesRegulations.