Special Allocations to Capital Accounts. Notwithstanding Section 7.01 hereof:
(a) No allocations of loss, deduction and/or expenditures described in Section 705(a)(2)(B) of the Code will be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account will instead be charged to the Capital Accounts of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 7.01.
(b) If any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4),(5), or (6) of the Treasury Regulations, which create or increase a Deficit Capital Account of such Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) will be specially credited to the Capital Account of such Member in an amount and manner sufficient to eliminate (to the extent required by the Treasury Regulations) the Deficit Capital Account so created as quickly as possible. This Section 7.02(b) is intended to be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.
(c) If any Member would have a Deficit Capital Account at the end of any Company taxable year which is in excess of the sum of any amount that such Member is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and such Member’s share of minimum gain as defined in Section 1.704-2(g)(1) of the Treasury Regulations (which is also treated as an obligation to restore in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), the Capital Account of such Member will be specially credited with items of Company income (including gross income) and gain in the amount of such excess as quickly as possible.
(d) Notwithstanding any other provision of this Section 7.02, if there is a net decrease in the Company’s minimum gain (as defined in Treasury Regulation Section 1.704-2(d)) during a taxable year of the Company, then, the Capital Accounts of each Member ...
Special Allocations to Capital Accounts. The special allocations set forth in Exhibit A are hereby incorporated into this Agreement. The Partners intend for the Partnership’s allocations of income, gains, losses, deductions, and credits to comply with the provisions set forth in Code Section 704 and the corresponding Regulations. Accordingly, the Partners agree that, notwithstanding any other provision of this Agreement, the General Partner may revise such allocations to the extent that the General Partner, in its discretion, determines that such revision is necessary or desirable for the Partnership’s allocations to comply with the Code and Regulations.
Special Allocations to Capital Accounts. (a) Notwithstanding anything to the contrary contained in this Article 6, if there is a net decrease in Company Minimum Gain or in any Member Minimum Gain during any taxable year or other period, prior to any other allocation pursuant hereto, such Member shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount and manner required by Treasury Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2.
(b) Nonrecourse Deductions for any taxable year or other period shall be allocated (as nearly as possible) under Treasury Regulation Section 1.704-2 to the Members, pro rata in proportion to their respective Percentage Interests.
(c) Any Member Nonrecourse Deductions for any taxable year or other period shall be allocated to the Member that made, or guaranteed or is otherwise liable with respect to the loan to which such Member Nonrecourse Deductions are attributable in accordance with principles under Treasury Regulation Section 1.704-2(i).
(d) Any Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative balance in his or its Capital Account shall be allocated items of income and gain sufficient to eliminate such increase or negative balance caused thereby, as quickly as possible, to the extent required by such Treasury Regulation.
(e) No allocation or loss or deduction shall be made to any Member if, as a result of such allocation, such Member would have an Adjusted Capital Account Deficit. Any such disallowed allocation shall be made to the Members entitled to receive such allocation under Treasury Regulation Section 1.704 in proportion to their respective Percentage Interests. If losses or deductions are reallocated under this subsection 6.5(e), subsequent allocations of income and losses (and items thereof) shall be made so that, to the extent possible, the net amount allocated under this subsection 6.5(e) equals the amount that would have been allocated to each Member if no reallocation had occurred under this subsection 6.5(e).
(f) For purposes of Section 752 of the Code and the Treasury Regulations thereunder, excess nonrecourse liabilities (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) shall be allocated to the Members pro rata in proportion to thei...
Special Allocations to Capital Accounts. Notwithstanding Section 5.2 hereof:
(a) Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement, if there is a net decrease in Company minimum gain (as defined in Regulations Section 1.704-2(d)(2)), items of income and gain shall be allocated to all Members in accordance with Regulations Section 1.704-2(f), and such allocations are intended to comply with the minimum gain chargeback requirements of Regulations Section 1.704-2 and shall be interpreted consistently therewith.
(b) Section 704(c)
Special Allocations to Capital Accounts. Notwithstanding Section 9.1:
Special Allocations to Capital Accounts. Notwithstanding Section 9.1 hereof:
(a) This Agreement incorporates the “minimum gain chargeback” set forth in Sections 1.704-2(f) and (g) of the Regulations, the “partner minimum gain chargeback” described in Section 1.704-2(i)(4) of the Regulations and the “qualified income offset” set forth in Section 1.704-1(d) of the Regulations as if those provisions were fully set forth in this Agreement and shall apply as provided in those Regulations.
(b) The Losses allocated pursuant to Section 9.1 hereof shall not exceed the maximum amount of Losses that can be so allocated without causing any Equity Owner to have a Deficit Capital Account at the end of any Fiscal Year. In the event that some, but not all, of the Equity Owners would have Deficit Capital Accounts as a consequence of an allocation of Losses pursuant to Section 9.1 hereof, the limitation set forth in the preceding sentence shall be applied on an Equity Owner by Equity Owner basis so as to allocate the maximum permissible Losses to each Equity Owner under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this Section 9.2(b) shall be allocated to the Equity Owners in proportion to their respective positive Capital Account balances, if any, and thereafter to the Equity Owners in accordance with their interests in the Company as determined by the Manager in its reasonable discretion. In the event that any Equity Owner would have a Deficit Capital Account at the end of any Fiscal Year, the Capital Account of such Equity Owner shall be specially credited with items of Company income (including gross income) and gain in the amount of such excess as quickly as possible.
(c) Items of Company loss, deduction and expenditures described in Section 705(a)(2)(B) of the Code which are attributable to any nonrecourse debt of the Company and are characterized as partner nonrecourse deductions under Section 1.704-2(i) of the Regulations shall be allocated to the Equity Owners’ Capital Accounts in accordance with said Section 1.704-2(i) of the Regulations.
(d) Beginning in the first taxable year in which there are allocations of “nonrecourse deductions” (as described in Section 1.704-2(b) of the Regulations), such deductions shall be allocated to the Equity Owners in the same manner as Loss is allocated for such period.
(e) To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required purs...
Special Allocations to Capital Accounts. No allocations of --------------------------------------- loss, deduction, or expenditures described in Code Section 705(a)(2)(B) shall be charged to the Capital Account of any Unitholder if such allocation would cause such Unitholder to have a Deficit Capital Account. The amount of the loss, deduction, or Code Section 705(a)(2)(B) expenditure which would have caused a Unitholder to have a Deficit Capital Account shall instead be charged to the Capital Account of any Unitholders who would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Unitholders exist, then to the Unitholders in accordance with their interests in Company profits pursuant to Section 9.1 above.
Special Allocations to Capital Accounts. The special allocations set forth below shall supersede the allocations of Profits and Losses under section 9.01 hereof.
(a) To the extent legally permissible, all nonrecourse deductions (as defined in section 1.704-2(b)(1) of the Treasury Regulations) shall be allocated in proportion to the Members' Percentage Interests. The following provisions of the Treasury Regulations promulgated under Section 704 of the Code, as they may be amended from time to time, shall be applied in allocating Profits and Losses hereunder: (i) section 1.704-2(f) (minimum gain chargeback); (ii) section 1.704-2
(i) (4) (partner minimum gain chargeback); and (iii) section 1.704-1(b)(2)(ii)(d) (qualified income offset).
(b) If any fee payable by the Company is determined to be a nondeductible distribution from a partnership to a partner for federal income tax purposes, then there shall be allocated to the recipient of the fee an amount of gross income equal to such distribution.
Special Allocations to Capital Accounts. No allocations of loss, deduction, and/or expenditures described in IRC 705(a)(2)(B) shall be charged to the Capital Accounts of any Member if such allocation would cause such Member to have a Deficit Capital Account. The amount of the loss, deduction, and/or IRC 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account shall instead be charged to the Capital Account of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to section 9.01 above.
a. Notwithstanding any other provision of this section 9.02, if there is a net decrease in the Company's minimum gain as defined in Treas. Reg. 1.704-2(d) during a taxable year of the Company, the Capital Accounts of each Member shall be allocated items of income (including gross income) and gain for such year (and if necessary for subsequent years) equal to that Member's share of the net decrease in Company minimum gain. This section 9.02
Special Allocations to Capital Accounts. No allocations of loss, deduction, and/or expenditures dexcribed in IRC Section 705(a)(2)(B) shall be charged to the Capital Accounts of any Member expenditures if such described allocation in IRC would Section cause such 705(a)(2)(B) Member to shall have be a charged Deficit to Capital the Account. The amount of the loss, deduction, and/or IRC Section 705(a)(2)(B) expenditure which would have caused a Member to have a Deficit Capital Account shall instead be charged to the Capital Account of any Members which would not have a Deficit Capital Account as a result of the allocation, in proportion to their respective Capital Contributions, or, if no such Members exist, then to the Members in accordance with their interests in Company profits pursuant to Section 9.01 above. - 16 - a. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treas. Reg. Section l.704-l(b)(2)(ii)(d)(4), (5), or (6), which create or increase a Deficit Capital Account of the Member, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year and, if necessary, for subsequent years) shall be specially credited to the Capital Account of the Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Deficit Capital Account so created as quickly as possible. It is the intent that this Section 9.02(a) be interpreted to comply with the alternate test for economic effect set forth in Treas. Reg. Section 1. 704-1 (b)(2)(ii)( d).
