Series Established as a Partnership Sample Clauses

Series Established as a Partnership. The Trustees shall have the authority to create Series intended to be classified as a Partnership for federal income tax purposes. Pursuant to such authority, the Trustees may provide that (i) Book Capital Accounts (as defined in any resolution establishing and designating such Series) are to be determined and maintained for each Holder in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the "Code") (and any successor provision thereto) and the Treasury Regulations promulgated thereunder; (ii) upon liquidation of a Series (or any Holder's interest therein), liquidating distributions shall be made in accordance with the positive Book Capital Account balances of the Holders; and, (iii) if any Holder in such Series has a deficit balance in his Book Capital Account following the liquidation of his interest in the Series, such Holder is unconditionally required to restore the amount of such deficit balance to the Series, or in lieu thereof, the resolution establishing the Series contain a "qualified income offset" within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d).
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Series Established as a Partnership. In accordance with Section 5(a) and Section 6 of this Article III, the resolution, as may be amended, establishing or changing the classification of a Series as a Partnership for U.S. federal income tax purposes may provide, among other things, that notwithstanding anything in the Declaration of Trust to the contrary (i) Book Capital Accounts (as defined in any resolution establishing and designating such Series) are to be determined and maintained for each Shareholder in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (and any successor provision thereto) and the Treasury Regulations promulgated thereunder; (ii) upon liquidation of a Series (or any Shareholder’s interest therein), liquidating distributions shall be made in accordance with the positive Book Capital Account balances of the Shareholders; and, (iii) if any Shareholder in such Series has a deficit balance in his Book Capital Account following the liquidation of his interest in the Series, such Shareholder is unconditionally required to restore the amount of such deficit balance to the Series, or in lieu thereof, the resolution establishing the Series contain a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).
Sample 1Sample 2See All (4)
Series Established as a Partnership. Each Series of the Fund is intended to be classified as a separate partnership for federal and state income tax purposes. A Capital Account shall be established for each Holder of Interests of a Series, and shall be adjusted from time to time in accordance with Section 8.3 hereof and Net Profits and Net Losses with respect to any particular Series of the Fund shall be allocated in accordance with Article VIII hereof.
Sample 1Sample 2
Series Established as a Partnership. Each Series of the Trust is intended to be classified as a partnership for federal and state income tax purposes. A Book Capital Account shall be established for each Holder of Interests of a Series, and shall be adjusted from time to time in accordance with Section 8.1 hereof.
Sample 1
Series Established as a Partnership. The Board of Trustees shall have the authority to create Series intended to be classified as a partnership for federal income tax purposes. Pursuant to such authority, the Board of Trustees may provide that (i) Book Capital Accounts (as defined in any resolution establishing and designating such Series) are to be determined and maintained for each Shareholder in accordance with Section 704(b) of the Code (and any successor provision thereto); (ii) upon liquidation of a Series (or any Shareholder's interest therein), liquidating distributions shall be made in accordance with the positive Book Capital Account balances of the Shareholders; and (iii) if any Shareholder in such Series has a deficit balance in his Book Capital Account following the liquidation of his interest in the Series, such Shareholder is unconditionally required to restore the amount of such deficit balance to the Series, or in lieu thereof, the resolution establishing the Series shall contain a "qualified income offset" within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d).
Sample 1

Related to Series Established as a Partnership

  • Taxation as a Partnership No election shall be made by the Company or any Member for the Company to be excluded from the application of any of the provisions of Subchapter K, Chapter I of Subtitle A of the Code or from any similar provisions of any state tax laws or to be treated as a corporation for federal tax purposes.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • Partnership Capital A. No Partner shall be paid interest on any Capital Contribution to the Partnership or on such Partner's Capital Account, notwithstanding any disproportion therein as between Partners.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages Notwithstanding any provision of this Agreement, if the General Partner is removed as general partner of the Partnership under circumstances where Cause does not exist and Units held by the General Partner and its Affiliates are not voted in favor of such removal, (i) the Subordination Period will end and all Outstanding Subordinated Units will immediately and automatically convert into Common Units on a one-for-one basis and (ii) all Cumulative Common Unit Arrearages on the Common Units will be extinguished.

  • No Creation of a Partnership or Exclusive Purchase Right Nothing contained in this Agreement, and no action taken pursuant hereto shall be deemed to constitute the relationship created hereby between the Note Holders as a partnership, association, joint venture or other entity. No Note Holder shall have any obligation whatsoever to offer to any other Note Holder the opportunity to purchase a participation interest in any future loans originated by such Note Holder or its Affiliates and if any Note Holder chooses to offer to any other Note Holder the opportunity to purchase a participation interest in any future mortgage loans originated by such Note Holder or its Affiliates, such offer shall be at such purchase price and interest rate as such Note Holder chooses, in its sole and absolute discretion. No Note Holder shall have any obligation whatsoever to purchase from any other Note Holder a participation interest in any future loans originated by such Note Holder or its Affiliates.

  • Holding Period For the purposes of Rule 144, the Company acknowledges that the holding period of the Note may be tacked onto the holding period of the Exchange Securities, and the Company agrees not to take a position contrary to this Section 4.1.

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.