Special Allocation Rules. (a) Notwithstanding any other provision of this Agreement, (i) nonrecourse deductions of the Company within the meaning of Treasury Regulations Section 1.704-2(b)(1) other than partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated to the Members on the basis of their respective Units, (ii) any partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated in accordance with that Section, and (iii) if there is a net decrease in “partnership minimum gain” within the meaning of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)(3) for any fiscal year of the Company, items of gain and income shall be allocated among the Members in accordance with the “minimum gain chargeback” rules contained in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4). The Members’ respective “interests in partnership profits” for purposes of determining the Members’ share of the nonrecourse liabilities of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3) shall be proportionate to their respective Units. (b) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 12.6(b) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article 12 have been tentatively made as if this Section 12.6(b) were not in the Agreement. (c) Notwithstanding any other provision of this Operating Agreement, no losses shall be allocated to a Member if such losses would cause an Adjusted Capital Account Deficit in such Member’s Capital Account, so long as the other Members do not have an Adjusted Capital Account Deficit, and any losses not allocated to a Member pursuant to the preceding clause shall be allocated to the other Member. If any losses are allocated to a Member pursuant to the preceding sentence, subsequent allocations of profits shall be made to such Member to offset such special loss allocation before any other allocation of profits hereunder.
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Samples: Operating Agreement (Global Linguist Solutions LLC)
Special Allocation Rules. (a) Notwithstanding Before any other provision of this Agreementallocations are made ------------------------ pursuant to Section 3.1, (i) nonrecourse deductions of the Company within the meaning of Treasury Regulations Section 1.704-2(b)(1) other than partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) following special allocations shall be allocated to made in the Members on the basis of their respective Units, (ii) any partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated in accordance with that Section, and (iii) if there is a net decrease in “partnership minimum gain” within the meaning of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)(3) for any fiscal year of the Company, items of gain and income shall be allocated among the Members in accordance with the “minimum gain chargeback” rules contained in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4). The Members’ respective “interests in partnership profits” for purposes of determining the Members’ share of the nonrecourse liabilities of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3) shall be proportionate to their respective Units.following order:
(b) In the event 3.2.1 If any Member unexpectedly receives any adjustmentsadjustment, allocations, allocation or distributions distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 1.704-1(b)(2)(ii)(d)(6)) of the Regulations which causes it to have an, or increases the amount of its, Adjusted Capital Account Deficit, items of Company income and gain (computed with the adjustments set forth in clauses (i), (ii) and (iii) of the definition of "Profits" and "Losses") shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the such Member's Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 12.6(b) 3.2.1 shall be made to a Member only if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article 12 Three have been tentatively made as if this Section 12.6(b) 3.2.1 were not in this Agreement. This Section 3.2.1 is intended to constitute a "qualified income offset" as defined in Section 1.704- 1(b)(2)(ii)(d) of the AgreementRegulations.
(c) Notwithstanding 3.2.2 If any other provision of this Operating Agreement, no losses shall be allocated to a Member if such losses would cause has an Adjusted Capital Account Deficit as of the end of any Fiscal Year or other accounting period of the Company that is in excess of the amount such Member’s Member is deemed to be obligated to restore to his Capital AccountAccount pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the Regulations (the so-called deficit restoration rule), so long items of Company income and gain (computed with the adjustments set forth in clauses (i), (ii) and (iii) of the definition of "Profits" and "Losses") in the amount of such excess shall be specially allocated to such Member as quickly as possible, provided that an allocation pursuant to this Section 3.2.2 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account Deficit that is in excess of the amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the Regulations after all other allocations provided for in this Article Three have been tentatively made as if this Section 3.2.2 were not in this Agreement.
3.2.3 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) 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 asset) or loss (if the adjustment decreases the basis of the asset), and such gain or loss shall be specially allocated to the Members do in a manner that is consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations.
3.2.4 Notwithstanding Section 3.1, an allocation of Loss shall not be made to a Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit, and any losses not allocated . An allocation of Loss that would be made to a Member pursuant to the preceding clause but for this Section 3.2.4 shall instead be allocated made to the other Member. If any losses are allocated to a Member pursuant Members to the preceding sentenceextent of and in proportion to the amounts of such loss that they could then be allocated without themselves having Adjusted Capital Account Deficits (or, subsequent allocations of profits shall be made if such other Members would not have Adjusted Capital Account Deficits, in proportion to such Member their respective Capital Contributions) and thereafter to offset such special loss allocation before any other allocation of profits hereunderthe Capital Member.
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Special Allocation Rules. 7.5.1: Any Member with a deficit Capital Account balance resulting in whole or in part from allocations of loss or deduction (aor item thereof) Notwithstanding any other provision of this Agreementattributable to non-recourse debt which is secured by Company property shall, to the extent possible, be allocated income or gain (ior item thereof) nonrecourse deductions in an amount not less than the Minimum Gain at a time no later than the time at which the Minimum Gain is reduced below the sum of the Company within deficit Capital Account balances. This section is intended and shall be interpreted to comply with the meaning requirements of Treasury Regulations Regulation Section 1.704-2(b)(1) other than partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated to the Members on the basis of their respective Units, (ii) any partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated in accordance with that Section, and (iii) if there is a net decrease in “partnership minimum gain” within the meaning of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)(3) for any fiscal year of the Company, items of gain and income shall be allocated among the Members in accordance with the “minimum gain chargeback” rules contained in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4). The Members’ respective “interests in partnership profits” for purposes of determining the Members’ share of the nonrecourse liabilities of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3) shall be proportionate to their respective Units.
(b) In the event 7.5.2: If any Member unexpectedly receives any adjustmentsadjustment, allocations, allocation,or distributions distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or ) through 1.704-1(b)(2)(ii)(d)(6)) of the Regulations which causes or increases a deficit in the Member’s Capital Account as of the end of the tax year to which the adjustment, allocation or distribution relates, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit deficit of such the Member as quickly as possible, provided that an allocation pursuant to this Section 12.6(b) 7.5.2 shall be made if and only to the extent that such the Member would have an Adjusted a Capital Account Deficit deficit after all other allocations provided for in this Article 12 Section 7.3 through 7.6 have been tentatively made as if this Section 12.6(b) 7.5.2 were not in the Agreement.
(c7.5.3: To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) Notwithstanding any other provision or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as the result of this Operating Agreement, no losses shall be allocated a distribution to a Member in complete liquidation of his Interest in the Company, the amount of the adjustment to the Capital Accounts shall be treated as an item of gain (if such losses would cause an Adjusted Capital Account Deficit in such Member’s Capital Account, so long as the other Members do not have an Adjusted Capital Account Deficit, adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis) and any losses not the gain or loss shall be specially allocated to the Members in a Member manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the preceding clause Regulations.
7.5.4: For purposes of determining the Profits, Losses or any other items allocable to any period, these other items shall be determined on a daily, monthly, quarterly or other basis, as determined by the Manager using any permissible method under Section 706 of the Code and the Treasury Regulations hereunder.
7.5.5: Notwithstanding Section 7.3, Profits and Losses, if any, allocable to the period before the admission of any Members shall be allocated to the other Initial Member. If any losses are allocated to a Member pursuant Profits or Losses allocable to the preceding sentence, period commencing with the admission of Members and all subsequent allocations of profits periods shall be made to such Member to offset such special loss allocation before allocated in accordance with Section 7.3.
7.5.6: Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocation allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the year.
7.5.7: The Members are aware of profits hereunderthe income tax consequences of the allocations made by this Article 7 and hereby agree to be bound by the provisions of this Article 7 in reporting their shares of Company Profits, Losses and other allocable items for income tax purposes.
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Special Allocation Rules. 7.5.1: Any Member with a deficit Capital Account balance resulting in whole or in part from allocations of loss or deduction (aor item thereof) Notwithstanding any other provision of this Agreementattributable to non-recourse debt which is secured by Company property shall, to the extent possible, be allocated income or gain (ior item thereof) nonrecourse deductions in an amount not less than the Minimum Gain at a time no later than the time at which the Minimum Gain is reduced below the sum of the Company within deficit Capital Account balances. This section is intended and shall be interpreted to comply with the meaning requirements of Treasury Regulations Regulation Section 1.704-2(b)(1) other than partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated to the Members on the basis of their respective Units, (ii) any partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated in accordance with that Section, and (iii) if there is a net decrease in “partnership minimum gain” within the meaning of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)(3) for any fiscal year of the Company, items of gain and income shall be allocated among the Members in accordance with the “minimum gain chargeback” rules contained in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4). The Members’ respective “interests in partnership profits” for purposes of determining the Members’ share of the nonrecourse liabilities of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3) shall be proportionate to their respective Units.
(b) In the event 7.5.2: If any Member unexpectedly receives any adjustmentsadjustment, allocations, allocation or distributions distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or ) through 1.704-1(b)(2)(ii)(d)(6)) of the Regulations which causes or increases a deficit in the Member’s Capital Account as of the end of the tax year to which the adjustment, allocation or distribution relates, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit deficit of such the Member as quickly as possible, provided that an allocation pursuant to this Section 12.6(b) 7.5.2 shall be made if and only to the extent that such the Member would have an Adjusted a Capital Account Deficit deficit after all other allocations provided for in this Article 12 Section 7.3 through 7.6 have been tentatively made as if this Section 12.6(b) 7.5.2 were not in the Agreement.
(c7.5.3: To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) Notwithstanding any other provision or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as the result of this Operating Agreement, no losses shall be allocated a distribution to a Member in complete liquidation of his Interest in the Company, the amount of the adjustment to the Capital Accounts shall be treated as an item of gain (if such losses would cause an Adjusted Capital Account Deficit in such Member’s Capital Account, so long as the other Members do not have an Adjusted Capital Account Deficit, adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis) and any losses not the gain or loss shall be specially allocated to the Members in a Member manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the preceding clause Regulations.
7.5.4: For purposes of determining the Profits, Losses or any other items allocable to any period, these other items shall be determined on a daily, monthly, quarterly or other basis, as determined by the Manager using any permissible method under Section 706 of the Code and the Treasury Regulations hereunder.
7.5.5: Notwithstanding Section 7.3, Profits and Losses, if any, allocable to the period before the admission of any Members shall be allocated to the other Initial Member. If any losses are allocated to a Member pursuant Profits or Losses allocable to the preceding sentence, period commencing with the admission of Members and all subsequent allocations of profits periods shall be made to such Member to offset such special loss allocation before allocated in accordance with Section 7.3.
7.5.6: Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocation allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Profits or Losses, as the case may be, for the year.
7.5.7: The Members are aware of profits hereunderthe income tax consequences of the allocations made by this Article 7 and hereby agree to be bound by the provisions of this Article 7 in reporting their shares of Company Profits, Losses and other allocable items for income tax purposes.
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Special Allocation Rules. (a) Notwithstanding Before any other provision of this Agreementallocations are made pursuant to Section 3.1 or 3.2, (i) nonrecourse deductions of the Company within the meaning of Treasury Regulations Section 1.704-2(b)(1) other than partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) following special allocations shall be allocated to made in the Members on the basis of their respective Units, (ii) any partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated in accordance with that Section, and (iii) if there is a net decrease in “partnership minimum gain” within the meaning of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)(3) for any fiscal year of the Company, items of gain and income shall be allocated among the Members in accordance with the “minimum gain chargeback” rules contained in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4). The Members’ respective “interests in partnership profits” for purposes of determining the Members’ share of the nonrecourse liabilities of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3) shall be proportionate to their respective Units.following order
(b) In the event 3.3.1 If any Member unexpectedly receives any adjustmentsadjustment, allocations, allocation or distributions distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1.704- 1(b)(2)(ii)(d)(5), ) or 1.704-1(b)(2)(ii)(d)(6)) of the Regulations which causes it to have an, or increases the amount of its, Adjusted Capital Account Deficit, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the such Member's Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 12.6(b) 3.3.1 shall be made to a Member only if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article 12 Three have been tentatively made as if this Section 12.6(b) 3.3.1 were not in this Agreement. This Section 3.2.1 is intended to constitute a "qualified income offset" as defined in Section 1.704-1(b)(2)(ii)(d) of the AgreementRegulations.
(c) Notwithstanding 3.3.2 If any other provision of this Operating Agreement, no losses shall be allocated to a Member if such losses would cause has an Adjusted Capital Account Deficit as of the end of any Fiscal Year or other accounting period of the Company that is in excess of the amount such Member’s Member is deemed to be obligated to restore to his Capital AccountAccount pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the Regulations (the so-called deficit restoration rule), so long items of Company income and gain in the amount of such excess shall be specially allocated to such Member as quickly as possible, provided that an allocation pursuant to this Section 3.3.2 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account Deficit that is in excess of the amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the Regulations after all other allocations provided for in this Article Three have been tentatively made as if this Section 3.3.2 were not in this Agreement.
3.3.3 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) 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 asset) or loss (if the adjustment decreases the basis of the asset), and such gain or loss shall be specially allocated to the Members do in a manner that is consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Section 1.704- 1(b)(2)(iv)(m) of the Regulations.
3.3.4 Notwithstanding Section 3.1 or 3.2, an allocation of Loss shall not be made to a Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit, and any losses not allocated . An allocation of Loss that would be made to a Member pursuant to the preceding clause but for this Section 3.3.4 shall instead be allocated made to the other Member. If any losses are allocated to a Member pursuant Members to the preceding sentenceextent of and in proportion to the amounts of such loss that they could then be allocated without themselves having Adjusted Capital Account Deficits (or, subsequent allocations if such other Members would not have Adjusted Capital Account Deficits, in proportion to their respective Percentages of profits shall be made Contribution Capital) and thereafter to such Member to offset such special loss allocation before any other allocation of profits hereunderthe Capital Members.
Appears in 1 contract
Special Allocation Rules. (a) Notwithstanding Before any other provision of this Agreementallocations are made pursuant to Section 3.1 or Section 3.2, (i) nonrecourse deductions of the Company within the meaning of Treasury Regulations Section 1.704-2(b)(1) other than partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) following special allocations shall be allocated to made in the Members on the basis of their respective Units, (ii) any partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated in accordance with that Section, and (iii) if there is a net decrease in “partnership minimum gain” within the meaning of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)(3) for any fiscal year of the Company, items of gain and income shall be allocated among the Members in accordance with the “minimum gain chargeback” rules contained in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4). The Members’ respective “interests in partnership profits” for purposes of determining the Members’ share of the nonrecourse liabilities of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3) shall be proportionate to their respective Units.following order
(b) In the event 3.3.1 If any Member unexpectedly receives any adjustmentsadjustment, allocations, allocation or distributions distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 1.704-1(b)(2)(ii)(d)(6)) of the Regulations which causes it to have an, or increases the amount of its, Adjusted Capital Account Deficit, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the such Member’s Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 12.6(b) 3.3.1 shall be made to a Member only if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article 12 Three have been tentatively made as if this Section 12.6(b) 3.3.1 were not in this Agreement. This Section 3.3.1 is intended to constitute a “qualified income offset” as defined in Section 1.704-1(b)(2)(ii)(d) of the AgreementRegulations.
(c) Notwithstanding 3.3.2 If any other provision of this Operating Agreement, no losses shall be allocated to a Member if such losses would cause has an Adjusted Capital Account Deficit as of the end of any Fiscal Year or other accounting period of the Company that is in excess of the amount such Member’s Member is deemed to be obligated to restore to his Capital AccountAccount pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, so long items of Company income and gain in the amount of such excess shall be specially allocated to such Member as quickly as possible, provided that an allocation pursuant to this Section 3.3.2 shall be made to a Member only if and to the extent that such Member would have an Adjusted Capital Account Deficit that is in excess of the amount such Member is deemed to be obligated to restore to his Capital Account pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations after all other allocations provided for in this Article Three have been tentatively made as if this Section 3.3.2 were not in this Agreement.
3.3.3 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) 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 asset) or loss (if the adjustment decreases the basis of the asset), and such gain or loss shall be specially allocated to the Members do in a manner that is consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations.
3.3.4 Notwithstanding Section 3.2, a Loss allocation shall not be made to a Member to the extent that such allocation would cause such Member to have an Adjusted Capital Account Deficit, and any losses not allocated . A Loss allocation that would be made to a Member pursuant but for this Section 3.3.4 shall instead be made to the preceding clause other Members to the extent of and in proportion to the amounts of such Loss that they could then be allocated without themselves having Adjusted Capital Account Deficits (or, if such other Members would not have Adjusted Capital Account Deficits, in proportion to their respective Member Percentages) and thereafter to all of the Members in proportion to their Member Percentages.
3.3.5 The Company shall allocate items of Company income and gain among the Members at such times and in such amounts as necessary to satisfy the minimum gain chargeback requirements of Sections 1.704-2(f) and 1.704-(2)(i)(4).
3.3.6 “Nonrecourse deductions,” as defined in Section 1.704-2(b)(1) of the Regulations, for any Fiscal Year (not including any “partner nonrecourse deductions,” as defined in Section 1.704-2(i)(2) of the Regulations) shall be allocated among the Members in proportion to their respective Member Percentages. Solely for purposes of determining each Member’s proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Section 1.752-3(a)(3) of the Regulations, each Member’s interest in Company profits shall be equal to his Member Percentage.
3.3.7 Any “partner nonrecourse deductions,” as defined in Section 1.704-2(i)(2) of the Regulations for any Fiscal Year shall be allocated to the other Member. If any losses are allocated to a Member pursuant who bears the economic risk of loss with respect to the preceding sentencenonrecourse liability, subsequent allocations as determined and defined under Section 1.704-2(b)(3) of profits shall be made the Regulations to which such Member to offset such special loss allocation before any other allocation “partner nonrecourse deductions” are attributable in accordance with Section 1.704-2(i) of profits hereunderthe Regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Geospatial Holdings, Inc.)
Special Allocation Rules. (a) Notwithstanding Before any other provision of this Agreementallocations are made ------------------------ pursuant to Section 3.1, (i) nonrecourse deductions of the Company within the meaning of Treasury Regulations Section 1.704-2(b)(1) other than partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) following special allocations shall be allocated to made in the Members on the basis of their respective Units, (ii) any partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated in accordance with that Section, and (iii) if there is a net decrease in “partnership minimum gain” within the meaning of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)(3) for any fiscal year of the Company, items of gain and income shall be allocated among the Members in accordance with the “minimum gain chargeback” rules contained in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4). The Members’ respective “interests in partnership profits” for purposes of determining the Members’ share of the nonrecourse liabilities of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3) shall be proportionate to their respective Units.following order:
(b) In the event 3.2.1 If any Member unexpectedly receives any adjustmentsadjustment, allocations, allocation or distributions distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 1.704-1(b)(2)(ii)(d)(6)) of the Regulations which causes it to have an, or increases the amount of its, Adjusted Capital Account Deficit, items of Company income and gain (computed with the adjustments set forth in clauses (i), (ii) and (iii) of the definition of "Profits" and "Losses") shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the such Member's Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 12.6(b) 3.2.1 shall be made to a Member only if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article 12 Three have been tentatively made as if this Section 12.6(b) 3.2.1 were not in this Agreement. This Section 3.2.1 is intended to constitute a "qualified income offset" as defined in Section 1.704- 1(b)(2)(ii)(d) of the AgreementRegulations.
(c) Notwithstanding 3.2.2 If any other provision of this Operating Agreement, no losses shall be allocated to a Member if such losses would cause has an Adjusted Capital Account Deficit as of the end of any Fiscal Year or other accounting period of the Company that is in excess of the amount such Member’s Capital Account, so long as the other Members do not have an Adjusted Member is deemed to be obligated to restore to his Capital Account Deficit, and any losses not allocated to a Member pursuant to the preceding clause shall be allocated to penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(h)(5) of the other Member. If any losses are allocated to a Member pursuant to Regulations (the preceding sentenceso-called deficit restoration rule), subsequent allocations items of profits shall be made to such Member to offset such special loss allocation before any other allocation Company income and gain (computed with the adjustments set forth in clauses (i), (ii) and (iii) of profits hereunder.the definition of
Appears in 1 contract
