Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 4 contracts

Sources: Limited Partnership Agreement (PBF Logistics LP), Limited Partnership Agreement, Limited Partnership Agreement (SunCoke Energy Partners, L.P.)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period:~~ (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if~~ If there is a net decrease in ~~Partnership~~ Company Minimum Gain during any ~~Partnership taxable period~~Allocation Year, each ~~Partner~~ Member shall be allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ Allocation Year (and, if necessary, subsequent ~~periods~~Allocation Years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section ~~6.1(d)(i~~8.03(a) is intended to comply with the ~~Partnership~~ Company Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (iib) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in ~~Partner~~ Member Nonrecourse Debt Minimum Gain during any ~~Partnership taxable period~~Allocation Year, any ~~Partner~~ Member with a share of ~~Partner~~ Member Nonrecourse Debt Minimum Gain at the beginning of such ~~taxable period~~ Allocation Year shall be allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ Allocation Year (and, if necessary, subsequent ~~periods~~Allocation Years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~8.03(b) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Member has a deficit balance in its Capital Account at the end of any Allocation Year in excess of the sum of (A) the amount such Member is required to restore pursuant to the provisions of this Agreement and (B) the amount such Member is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 8.03(c) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.03(c) were not in this Agreement. (d) In the event any Member has a deficit balance in its Capital Account at the end of any Allocation Year in excess of the sum of (A) the amount such Member is required to restore pursuant to the provisions of this Agreement and (B) the amount such Member is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 8.03(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made as if Section 8.03(c) and this Section 8.03(d) were not in this Agreement. (e) Nonrecourse Deductions for any Allocation Year shall be allocated to the Members pro rata in accordance with each Member’s Ownership Percentage. (f) Member Nonrecourse Deductions for any Allocation Year shall be allocated 100% to the Member that bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Member bears the economic risk of loss with respect to a Member Nonrecourse Debt, such Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such economic risk of loss. (g) For purposes of Treasury Regulation Section 1.752-3(a)(3), the Members agree that Nonrecourse Liabilities of the Company shall be allocated the Members pro rata in accordance with each Member’s Ownership Percentage. (h) To the extent an adjustment to the adjusted tax basis of any Company 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), 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 item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations. (i) Notwithstanding any other provision of this Section 8.03, the allocations set forth in Sections 8.03(a), (b), (c), (d), (e), (f) and (h) (the “Required Allocations”) shall be taken into account so that, to the extent possible, the net amount of items of gross income, gain, loss and deduction allocated to each Member pursuant to Sections 8.02 and 8.03, together, shall be equal to the net amount of such items that would have been allocated to each such Member under Section 8.02 and Section 8.03 had the Required Allocations and this Section 8.03(i) not otherwise been provided in this Agreement. The Company may take into account future Required Allocations that, although not yet made, are likely to offset other Required Allocations previously made. (j) Items of income, gain, loss and deduction realized after, or in anticipation of, a Dissolution Event shall be allocated in a manner that will cause, to the extent possible, the ratio of each Member’s Capital Account to the sum of all Members’ Capital Accounts to be equal to such Member’s Ownership Percentage. Upon a Dissolution Event, if any property is distributed in kind, any unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously shall be allocated among the Members as if there were a taxable disposition of that property for the fair market value of that property on the date of distribution. (k) The allocations in Section 8.02, this Section 8.03 and Section 8.05, and the provisions of this Agreement relating to the maintenance of Capital Accounts, apply solely for U.S. federal income tax purposes (and any related state income tax purposes). Such provisions are intended to comply with Treasury Regulations Sections 1.704-1 and 1.704-2 and shall be interpreted and applied in a manner consistent with such Treasury Regulations and any amendment or successor provision thereto. The Members shall cause appropriate modifications to be made if unanticipated events might otherwise cause this Agreement not to comply with such Treasury Regulations, so long as such modifications do not cause a material change in the relative economic benefit of the Members under this Agreement.

Appears in 4 contracts

Sources: Limited Liability Company Agreement (NGL Energy Partners LP), Limited Liability Company Agreement (SemGroup Corp), Limited Liability Company Agreement (NGL Energy Partners LP)

Appears in 4 contracts

Sources: Texas Limited Partnership Agreement (HFF, Inc.), Limited Partnership Agreement (HFF, Inc.), Limited Partnership Agreement (HFF, Inc.)

Special Allocations. Notwithstanding any other ~~provision~~ provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) ~~Partnership Minimum Gain Chargeback.~~ Notwithstanding any other provision of this Section 6.1, if there is a net decrease in ~~Partnership~~ Minimum Gain attributable to a Series during any ~~Partnership~~ taxable ~~period~~year, each Partner of such Series shall be allocated items of ~~Partnership~~ income and gain attributable to such Series for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), ~~1.704-2(g)(2~~(g)(2) and ~~1.704-2(j)(2)(i~~(j)(2)(i)~~, or any successor provision~~. For purposes of this Section ~~6.1(d~~6.1(b), each Partner’s Adjusted Capital Account balance for such Series shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d)~~ 6.1 with respect to such taxable ~~period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))~~year. This Section ~~6.1(d)(i~~6.1(b)(i) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain.~~ Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4~~6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any ~~Partnership~~ taxable ~~period~~year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable ~~period~~ year shall be allocated items of ~~Partnership~~ income and gain attributable to such Series for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation ~~Sections~~ Section 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii~~(j)(2)(ii)~~, or any successor provisions~~. For purposes of this Section ~~6.1(d~~6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d)~~6.1, other than Section ~~6.1(d)(i~~6.1(b)(i) ~~and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~above, with respect to such taxable ~~period~~year. This Section ~~6.1(d)(ii~~6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback ~~of items of income and gain~~ requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners, Series EA Partners or Series ME Partners pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners, Series EA Partners or Series ME Partners, as applicable, pursuant to Section 6.2(c), Section 6.3(c) or Section 6.4(c) for such taxable year and all prior taxable years; (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.5(c) for such taxable year and all prior taxable years; (C) in the event that the Series EA Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(d), items of Partnership gross income and gain shall be allocated to the Series EA Partners in accordance with their respective Series EA Percentage Interests until the aggregate amounts of items allocated to the Series EA Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series EA Partners to the Series LH Partners pursuant to Section 6.5(d) for such taxable year and all prior taxable years; and (D) in the event that the Series ME Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.5(e), items of Partnership gross income and gain shall be allocated to the Series ME Partners in accordance with their respective Series ME Percentage Interests until the aggregate amounts of items allocated to the Series ME Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series ME Partners to the Series LH Partners pursuant to Section 6.5(e) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Appears in 4 contracts

Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp), Limited Partnership Agreement (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp)

Special Allocations. ~~Notwithstanding~~ (a) If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations. §1.704-1(b)(2)(ii)(d)(4), (5), or (6), which create or increase an Adjusted 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) will be specially allocated to the Capital Account of the Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Deficit Capital Account so created as quickly as possible; provided, however, that an allocation pursuant to this Section 10.2(a) will be made only if and to the extent that such Member would have an Adjusted Deficit Capital Account after all other allocations provided for in Section 10.2 have been tentatively made as if this Section 10.2(a) were not in this LLC Agreement. It is the intent that this Section 10.2(a) be interpreted to comply with the alternate test for economic effect set forth in Treasury Regulations §1.704-1(b)(2)(ii)(d). (b) If any Member would have a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount that the Member is obligated to restore to the Company under Treasury Regulations. §1.704-1(b)(2)(ii)(c), and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations. §§1.704-2(g)(1) and 1.704-2(i)(5), then such Member will be specially allocated items of Company income (including gross income) and gain in the amount of the excess as quickly as possible; provided, however, that an allocation pursuant to this Section 10.2(b) will be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 10.2 have been made as if Section 10.2(a) hereof and this Section 10.2(b) were not in this LLC Agreement. (c) Except as otherwise provided in Treasury Regulations. §1.704-2(f), and notwithstanding any other provision of ~~this~~ Section ~~6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~10.2, if there is a net decrease in ~~Partnership~~ Company Minimum Gain during any ~~Partnership taxable period~~Fiscal Year, then each ~~Partner shall~~ Member will be specially allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to such Member’s share of the ~~manner and~~ net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations. §1.704-2(g). Allocations pursuant to the previous sentence will be made in proportion to the respective amounts ~~provided~~ required to be allocated to each Member pursuant thereto. The items to be so allocated will be determined in accordance with Treasury ~~Regulation Sections~~ Regulations. §§1.704-2(f)(6~~), 1.704-2(g)(2~~) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This Section ~~6.1(d)(i~~10.2(c) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in Treasury ~~Regulation Section 1.704-~~Regulations. §1.704- 2(f) and ~~shall~~ will be interpreted consistently therewith. (iid) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in Treasury ~~Regulation Section~~ Regulations. §1.704-2(i)(4), notwithstanding any other provision of Section 10.2, if there is a net decrease in ~~Partner~~ Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any ~~Partnership taxable period~~Fiscal Year, ~~any Partner with~~ then each Entity which has a share of ~~Partner~~ the Member Nonrecourse Debt Minimum Gain ~~at the beginning of~~ attributable to such ~~taxable period shall~~ Member Nonrecourse Debt, determined in accordance with Treasury Regulations. §1.704-2(i)(5), will be specially allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to such Member’s share of the ~~manner and~~ net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations. §1.704-2(i)(4). Allocations pursuant to the previous sentence will be made in proportion to the respective amounts ~~provided~~ required to be allocated to each Member pursuant thereto. The items to be so allocated will be determined in accordance with Treasury ~~Regulation Sections~~ Regulations. §§1.704-2(i)(4) and 1.704-~~2(j)(2)(ii~~2(j)(2), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~10.2(d ) is intended to comply with the minimum gain chargeback ~~of items of income and gain~~ requirement in Treasury ~~Regulation Section~~ Regulations. §1.704-2(i)(4) and ~~shall~~ will be interpreted consistently therewith. (e) Nonrecourse Deductions for any Fiscal Year will be specially allocated to the Members in the proportions they share Net Profits pursuant to Section 10.1(a)(ii).

Appears in 4 contracts

Sources: Limited Liability Company Agreement (BioAmber Inc.), Limited Liability Company Agreement (BioAmber Inc.), Limited Liability Company Agreement (BioAmber Inc.)

Special Allocations. Notwithstanding any ~~other provision~~ provisions of ~~this~~ Section 6.1, the following special allocations shall be made ~~for each taxable period~~in the following order of priority: (ia) ~~Partnership~~ Minimum Gain ~~Chargeback~~Chargeback (Nonrecourse Liabilities). ~~Notwithstanding any other provision~~ Except as otherwise provided in Section 1.704-2(f) of ~~this Section 6.1~~the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain ~~during~~ for any ~~Partnership taxable period~~Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to such Partner's share of the ~~manner and amounts provided~~ net decrease in Partnership Minimum Gain to the extent required by Treasury ~~Regulation~~ Regulations Section 1.704-2(f). The items to be so allocated shall be determined in accordance with Sections 1.704-~~2(f)(6), 1.704-2(g)(2~~2(f) and ~~1.704-2(j)(2)(i), or any successor provision. For purposes~~ (j)(2) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Treasury Regulations. This ~~Section 6.1(d)(i)~~ subparagraph is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in said section of the Treasury ~~Regulation Section 1.704-2(f)~~ Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (iib) ~~Chargeback of~~ Partner ~~Nonrecourse Debt~~ Minimum ~~Gain~~Gain Chargeback. ~~Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Section 1.704-2(i)(4)) of the Treasury Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt ~~Minimum Gain~~ during any ~~Partnership taxable period~~Fiscal Year, ~~any~~ each Partner ~~with~~ who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse ~~Debt Minimum Gain at~~ Debt, determined in accordance with Section 1.704-2(i)(5) of the ~~beginning of such taxable period~~ Treasury Regulations, shall be specially allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to that Partner's share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner ~~and amounts provided~~ required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in ~~Treasury Regulation~~ accordance with Sections 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii~~(j), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 3 contracts

Sources: Limited Partnership Agreement (Shopoff Properties Trust, Inc.), Limited Partnership Agreement (Shopoff Properties Trust, Inc.), Limited Partnership Agreement (Shopoff Properties Trust, Inc.)

Special Allocations. Notwithstanding ~~any other provision of~~ anything that may be to the contrary in this ~~Section 6.1~~Agreement, the following ~~special~~ allocations shall be made ~~for each taxable period~~prior to any other allocations under this Agreement and in the following order of priority: (a) Minimum gain shall be allocated as follows: (i) ~~Partnership Minimum Gain Chargeback~~Except as otherwise provided in Treas. ~~Notwithstanding any other provision of this Section 6.1~~Reg. § 1.704-2(f), if there is a net decrease in ~~Partnership~~ Company Minimum Gain during any ~~Partnership taxable~~ Fiscal Year or period, each ~~Partner~~ Member shall be specially allocated items of ~~Partnership~~ Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to such Member’s share of the ~~manner and amounts provided~~ net decrease in ~~Treasury Regulation Sections~~ Company Minimum Gain to the extent required by Treas. Reg. § 1.704-~~2(f)(6~~2(f), . The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-~~2(g)(2~~2(f) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (~~other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~i). This ~~Section 6.1(d)(i)~~ provision is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback ~~requirement in Treasury Regulation Section~~ requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation Section~~ Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in ~~Partner~~ the Member Nonrecourse Debt Minimum Gain during any ~~Partnership taxable~~ Fiscal Year or period, ~~any Partner with~~ each Member who has a share of ~~Partner~~ the Member Nonrecourse Debt Minimum ~~Gain at the beginning of such taxable period~~ Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of ~~Partnership~~ Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner ~~and amounts provided~~ required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in ~~Treasury Regulation Sections~~ accordance with Treas. Reg. §§ 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii~~(j)(2), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This ~~Section 6.1(d)(ii)~~ provision is intended to comply with the minimum gain chargeback ~~of items of income and gain~~ requirement with respect to Member Nonrecourse Debt contained in ~~Treasury Regulation Section~~ Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(ii) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (b) If a Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit. This Section 6.04(b) is intended to constitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (c) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests. (d) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (e) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), 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 among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (f) The allocations set forth in Section 6.04(a)-(e) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(c) or 6.04(d). (g) Any deductions attributable to guaranteed payments under Section 707(c) of the Code, and if the amount of such guaranteed payments shall not be sufficient, other expenses deductible under the Code, shall be allocated, among the Members prior to the allocation of Net Profits or Net Losses pursuant to Section 6.03, to the extent necessary to cause their Capital Accounts to be in proportion to their Percentage Interests.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (RCS Capital Corp), Limited Liability Company Agreement (RCS Capital Corp), Limited Liability Company Agreement (RCS Capital Corp)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s 's Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to ~~Section~~ Sections 6.1(d)(vi) and ~~Section~~ 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s 's Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to ~~Section~~ Sections 6.1(d)(vi) and ~~Section~~ 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 3 contracts

Sources: Limited Partnership Agreement (TransMontaigne Partners L.P.), Limited Partnership Agreement (Enterprise Products Operating L P), Limited Partnership Agreement (Rio Vista Energy Partners Lp)

Special Allocations. ~~Notwithstanding any other provision of this~~ (a) Losses attributable to a partner nonrecourse debt (as defined in Treasury Regulations Section ~~6.1, the following special allocations~~ 1.704-2(b)(4)) shall be ~~made for each taxable period: (i) Partnership Minimum Gain Chargeback~~allocated in the manner required by Treasury Regulations Section 1.704-2(i). ~~Notwithstanding any other provision of this Section 6.1, if~~ If there is a net decrease during a Taxable Year in ~~Partnership Minimum Gain during any Partnership taxable period~~partner nonrecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(3)), ~~each Partner shall be allocated items of Partnership income and gain~~ Profits for such ~~period~~ Taxable Year (and, if necessary, for subsequent ~~periods~~Taxable Years) shall be allocated to the Unitholders in the ~~manner~~ amounts and ~~amounts provided in~~ of such character as determined according to Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Regulations Section 1.704-2(i)(4). (b) Except as otherwise provided in Section 4.3(a), if there is a net decrease in ~~Partner Nonrecourse Debt~~ the Minimum Gain during any ~~Partnership taxable period~~Taxable Year, ~~any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period~~ each Unitholder shall be allocated ~~items of Partnership income and gain~~ Profits for such ~~period~~ Taxable Year (and, if necessary, for subsequent ~~periods~~Taxable Years) in the amounts and of such character as determined according to Treasury Regulations Section 1.704-2(f). This Section 4.3(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted in a manner ~~and amounts provided~~ consistent therewith. (c) If any Unitholder who unexpectedly receives an adjustment, allocation, or distribution described in Treasury ~~Regulation Sections~~ Regulations Section 1.704-~~2(i)(4~~1(b)(2)(ii)(d)(4), (5), and (6) has a Deficit Capital Account as of the end of any Taxable Year, computed after the application of Sections 4.3(a) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to 4.3(b) but before the application of any other provision of this Article IV, then Profits for such Taxable Year shall be allocated to such Unitholder in proportion to, and to the extent of, such Deficit Capital Account. This Section 4.3(c) is intended to be a qualified income offset provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d), and shall be interpreted in a manner consistent therewith. (d) Subject to the other provisions of this Section 4.3, if Profits or Losses are allocated for any Fiscal Year pursuant to Section 4.3(a), (b), or (c), then subsequent allocations of Profits and Losses shall be made, to the extent possible, to the Unitholders in such amounts so that the net Profits and Losses allocated pursuant to this Section ~~6.1(d~~4.3(d) and Sections 4.3(a), ~~other than Section 6.1(d)(i~~(b), and (c) are equal to the net Profits and ~~other than an allocation~~ Losses that would have been allocated to the Unitholders if such allocations pursuant to ~~Section 6.1(d)(vi) and Section 6.1(d)(vii~~Sections 4.3(a), ~~with respect to such taxable period. This Section 6.1(d)(ii~~(b), and (c) ~~is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith~~had not been made.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (Sheridan Group Inc), Limited Liability Company Agreement (Sheridan Group Inc), Limited Liability Company Agreement (McCormick & Schmick Holdings, L.L.C.)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: ~~(i)~~ 4.4.1 In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain ~~Chargeback. Notwithstanding~~ or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this ~~Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~Article 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2 Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3 In the event that a Partner has a deficit Capital Account balance at the end of any fiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such ~~period (and, if necessary, subsequent periods~~fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)~~amount of such excess as quickly as possible; provided, ~~1.704-2(g)(2) and 1.704-2(j)(2)(i)~~however, or that any ~~successor provision. For purposes of~~ allocation under this Section ~~6.1(d), each Partner’s Adjusted~~ 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4 Partner Nonrecourse Deductions shall be ~~determined, and~~ specially allocated to the ~~allocation~~ Partners in the manner in which they share the economic risk of ~~income or gain required hereunder~~ loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5 Each Nonrecourse Deduction of the Partnership shall be ~~effected, prior~~ specially allocated to the ~~application~~ Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6 The amounts of any ~~other allocations~~ Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and 4.4 shall be ~~interpreted consistently therewith~~determined by applying rules analogous to those set forth in Section 1.1.74 as modified by Sections 1.1.74.1 through 1.1.74.5. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 3 contracts

Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: ~~(i)~~ 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain ~~Chargeback. Notwithstanding~~ or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this ~~Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~Article 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such ~~period (and, if necessary, subsequent periods~~fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)~~amount of such excess as quickly as possible; provided, ~~1.704-2(g)(2) and 1.704-2(j)(2)(i)~~however, or that any ~~successor provision. For purposes of~~ allocation under this Section ~~6.1(d), each Partner’s Adjusted~~ 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be ~~determined, and~~ specially allocated to the ~~allocation~~ Partners in the manner in which they share the economic risk of ~~income or gain required hereunder~~ loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be ~~effected, prior~~ specially allocated to the ~~application~~ Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any ~~other allocations~~ Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and 4.4 shall be ~~interpreted consistently therewith~~determined by applying rules analogous to those set forth in Section 1.1.72 as modified by Sections 1.1.72.1 through 1.1.72.5. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 3 contracts

Sources: Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement

Special Allocations. ~~Notwithstanding~~ (a) In the event a Member unexpectedly receives any ~~other provision~~ adjustment, allocation or distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases an Adjusted Capital Account Deficit, items of partnership income and gain shall be specially allocated to such Member so as to eliminate such negative balance as quickly as possible, provided that an allocation pursuant to this Section ~~6.1, the following special allocations~~ 3.2(a) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for ~~each~~ in this Article 3 have been tentatively made as if this Section 3.2(a) were not in this Schedule J. This subparagraph is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (b) If a Member has a deficit Capital Account at the end of any taxable ~~period:~~ year that exceeds the sum of (i) ~~Partnership Minimum Gain Chargeback. Notwithstanding any other provision~~ the amount that Member is obligated to restore, and (ii) the amount the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), then each such Member shall be specially allocated items of income and gain of the Nevada JV in the amount of the excess as quickly as possible, provided that an allocation pursuant to this Section ~~6.1~~3.2(b) shall be made if and only to the extent that the Member would have a deficit in such Member’s Capital Account after all other allocations provided for in this Article 3 have been tentatively made without considering this Section 3.2(b). (c) Nonrecourse Deductions for any Fiscal Year of Nevada JV shall be allocated rateably among the Members based upon the manner in which such Members are entitled to share in distributions under Section 8.1(b)(ii) of the Agreement. (d) Except as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain ~~during~~ for any ~~Partnership taxable period~~Fiscal Year of Nevada JV, each ~~Partner~~ Member shall be specially allocated items of ~~Partnership~~ partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to such Member’s share of the ~~manner and amounts provided~~ net decrease in Partnership Minimum Gain, determined in accordance with Treasury ~~Regulation~~ Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Sections 1.704-~~2(f)(6), 1.704-2(g)(2~~2(f) and ~~1.704-2(j)(2)(i), or any successor provision. For purposes~~ (j)(2) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Treasury Regulations. This Section ~~6.1(d)(i~~3.2(d) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in said section of the Treasury ~~Regulation Section 1.704-2(f)~~ Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (iie) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Section 1.704-2(i)(4)) of the Treasury Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt ~~Minimum Gain~~ during any ~~Partnership taxable period~~Fiscal Year of Nevada JV, ~~any Partner with~~ each Member who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse ~~Debt Minimum Gain at~~ Debt, determined in accordance with Section 1.704-2(i)(5) of the ~~beginning of such taxable period~~ Treasury Regulations, shall be specially allocated items of ~~Partnership~~ partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to that Member’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner ~~and amounts provided~~ required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in ~~Treasury Regulation~~ accordance with Sections 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii), or any successor provisions. For purposes~~ (j)(2) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable periodTreasury Regulations. This Section ~~6.1(d)(ii~~3.2(e) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of ~~items of income and gain requirement in~~ the Treasury ~~Regulation Section 1.704-2(i)(4)~~ Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts to be allocated to each Member pursuant hereto. (f) Partner Nonrecourse Deductions for any Fiscal Year of Nevada JV or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Members that bear the economic risk of loss for such Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Treasury Regulations.) (g) To the extent an adjustment to the adjusted tax basis of any asset of Nevada JV, pursuant to Code Section 734(b) or Section 743(b) is required, pursuant to Treasury 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 Member in complete liquidation of such Member’s interest in Nevada JV, 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 Members in accordance with their interests in Nevada JV 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 Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (Barrick Gold Corp), Limited Liability Company Agreement (Newmont Goldcorp Corp /De/), Limited Liability Company Agreement

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: ~~(i)~~ 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain ~~Chargeback. Notwithstanding~~ or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this ~~Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~Article 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such ~~period (and, if necessary, subsequent periods~~fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)~~amount of such excess as quickly as possible; provided, ~~1.704-2(g)(2) and 1.704-2(j)(2)(i)~~however, or that any ~~successor provision. For purposes of~~ allocation under this Section ~~6.1(d), each Partner’s Adjusted~~ 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be ~~determined, and~~ specially allocated to the ~~allocation~~ Partners in the manner in which they share the economic risk of ~~income or gain required hereunder~~ loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be ~~effected, prior~~ specially allocated to the ~~application~~ Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any ~~other allocations~~ Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and 4.4 shall be ~~interpreted consistently therewith~~determined by applying rules analogous to those set forth in Section 1.1.86 as modified by Sections 1.1.86.1 through 1.1.86.5. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(c) with respect to such taxable period (other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(c)(vi) and ~~Section 6.1(d)(vii~~6.1(c)(vii)). This Section ~~6.1(d)(i~~6.1(c)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i~~6.1(c)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(c), other than Section ~~6.1(d)(i~~6.1(c)(i) and other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(c)(vi) and ~~Section 6.1(d)(vii~~6.1(c)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~6.1(c)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Enterprise Products Partners L P), Merger Agreement (Enterprise GP Holdings L.P.)

Special Allocations. (i) If the Partnership incurs any item of loss or deduction, where the Partnership is entitled to indemnification pursuant to Section 9.2 of the Master Formation and Equity Interest Purchase Agreement for such loss or deduction, then the item of loss or deduction shall be allocated to SG (if the item of loss or deduction is attributable to the US Business) or shall be allocated to SETI (if the item of loss or deduction is attributable to the Non-US Business). (ii) Any deduction arising from the amortization or impairment of any goodwill, up to an amount equal to $350,000,000, shall be allocated fifty percent (50%) to SG and fifty percent (50%) to RBS. (iii) Clause 11 is intended to comply with Section 704(b) of the Code and the Treasury Regulations thereunder, including the “alternative test for economic effect” under Treasury Regulations Section 1.704-1(b)(ii)(d). Notwithstanding Clause 11.3.2, the Partnership shall make any ~~other~~ allocations required by such Treasury Regulations, including “qualified income offset” and “minimum gain chargeback” allocations and allocations relating to any nonrecourse debt of the Partnership, prior to making the allocations set forth in Clause 11.3.2 or in Clause 11.3.3(i) or (ii). (iv) In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (a) the amount such Member is obligated to restore, if any, pursuant to any provision of this Agreement and (b) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section ~~6.1~~1.704-2(g)(1) and 1.704-2(i)(5), ~~the following special allocations~~ each such Member shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be specially allocated items of Partnership income and gain ~~for such period (and, if necessary, subsequent periods)~~ in the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)~~amount of such excess as quickly as possible; provided, 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than that an allocation pursuant to ~~Section 6.1(d)(vi~~this Clause 11.3.3(iv) shall be made only if and to the extent that a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Clause 11 have been tentatively made as if the second sentence in Clause 11.3.3(iii) and ~~Section 6.1(d)(vii)). This Section 6.1(d)(i~~this Clause 11.3.3(iv) ~~is intended to comply with the Partnership Minimum Gain chargeback requirement~~ were not in ~~Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith~~this Agreement. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 2 contracts

Sources: Limited Liability Partnership Agreement, Limited Liability Partnership Agreement (Sempra Energy)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the following special allocations~~ (a) Loss attributable to Member Nonrecourse Debt shall be ~~made for each taxable period: (i) Partnership Minimum Gain Chargeback~~allocated in the manner required by Regulations Section 1.704-2(i). ~~Notwithstanding any other provision of this Section 6.1, if~~ If there is a net decrease during a taxable year in ~~Partnership~~ Member Minimum ~~Gain during any Partnership taxable period~~Gain, ~~each Partner shall be allocated items of Partnership income and gain~~ Income for such ~~period~~ taxable year (and, if necessary, for subsequent ~~periods~~taxable years) shall be allocated to the Members in the ~~manner~~ amounts and ~~amounts provided in Treasury Regulation Sections~~ of such character as is determined according to Regulations Section 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(i)(4). This Section ~~6.1(d)(i~~4.2(a) is intended to ~~comply~~ be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the ~~Partnership Minimum Gain chargeback requirement in Treasury Regulation~~ requirements of Regulations Section 1.704-~~2(f)~~ 2(i)(4), and shall be interpreted ~~consistently~~ in a manner consistent therewith. (iib) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Section ~~1.704-2(i)(4~~4.2(a), if there is a net decrease in ~~Partner Nonrecourse Debt~~ Company Minimum Gain during any ~~Partnership~~ taxable ~~period~~year, ~~any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period~~ each Member shall be allocated ~~items of Partnership income and gain~~ Income for such ~~period~~ taxable year (and, if necessary, for subsequent ~~periods~~taxable years) in the ~~manner~~ amounts and ~~amounts provided in Treasury Regulation Sections~~ of such character as is determined according to Regulations Section 1.704-~~2(i)(4~~2(f). This Section 4.2(b) ~~and~~ is intended to be a “minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-~~2(j)(2)(ii~~2(f), and shall be interpreted in a manner consistent therewith. (c) If any Member that unexpectedly receives an adjustment, allocation or ~~any successor provisions. For purposes of this~~ distribution described in Regulations Section ~~6.1(d~~1.704-1(b)(2)(ii)(d)(4), ~~each Partner’s~~ (5) or (6) has an Adjusted Capital Account ~~balance shall be determined~~Deficit as of the end of any taxable year, computed after the application of Section 4.2(a) and ~~the allocation of income or gain required hereunder shall be effected, prior to~~ Section 4.2(b) but before the application of any other ~~allocations pursuant to this~~ provision of Section ~~6.1(d)~~4.1, ~~other than~~ Section ~~6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi)~~ 4.2 and Section ~~6.1(d)(vii)~~4.3, ~~with respect~~ then Income for such taxable year shall be allocated to such ~~taxable period~~Member in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section ~~6.1(d)(ii~~4.2(c) is intended to ~~comply with the chargeback of items of~~ be a “qualified income ~~and gain requirement~~ offset” provision as described in ~~Treasury Regulation~~ Regulations Section 1.704-~~2(i)(4~~1(b)(2)(ii)(d) and shall be interpreted ~~consistently~~ in a manner consistent therewith.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Malibu Boats, Inc.), Limited Liability Company Agreement (Malibu Boats, Inc.)

Special Allocations. (a) Notwithstanding any provision of Sections 4.7 to the contrary, no allocation of Company losses shall be made to a Member if it would cause the Member to have an Adjusted Capital Account Deficit. Allocations of Company losses that would be made to a Member but for this Section 4.8(a) shall instead be made to other Members pursuant to Section 4.7 to the extent not inconsistent with this Section 4.8(a). (b) Notwithstanding anything herein to the contrary, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in paragraphs (b)(2)(ii)(d)(4), (5) or (6) of Treasury Regulations Section 1.704-1, there shall be specially allocated to such Member such items of Company income and gain, at such times and in such amounts as will eliminate as quickly as possible that portion of any deficit in its Capital Account caused or increased by such adjustments, allocations or distributions. (c) Notwithstanding any other provision of this ~~Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~Article IV, if there is a net decrease in ~~Partnership Minimum Gain~~ Company minimum gain or Member nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulation Sections 1.704-2(d) and 1.704-2(i)) during any ~~Partnership~~ Company taxable ~~period~~year, ~~each Partner~~ the Members shall be allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f). This paragraph (c) is intended to comply with the ~~manner~~ minimum gain chargeback requirements in such Treasury Regulations and ~~amounts~~ shall be interpreted consistently therewith, including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulation Sections 1.704-~~2(f)(6), 1.704-2(g)(2~~2(f) and 1.704-~~2(j)(2)(i~~2(i)(4)~~, or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined,~~ . (d) To the extent permitted by the Code and the ~~allocation~~ Treasury Regulations thereunder, any special allocations of items of income or gain ~~required hereunder~~ pursuant to Section 4.8(a), Section 4.8(b) or Section 4.8(c) shall be ~~effected, prior~~ taken into account in computing subsequent allocations of Company income or loss pursuant to Section 4.7 so that the net amount allocated to the ~~application of any other allocations~~ Members pursuant to this Section ~~6.1(d) with respect~~ 4.8 shall, to the extent possible, be equal to the net amounts that would have been allocated to each such ~~taxable period (other than an allocation~~ Member pursuant to the provisions of Section 4.7 if the allocations pursuant to Section ~~6.1(d)(vi~~4.8(a), Section 4.8(b) and Section ~~6.1(d)(vii))~~4.8(c) had not occurred. (e) If any Interest in the Company is Transferred or otherwise adjusted during any Fiscal Period in compliance with the provisions of this Agreement, each item of income, gain, loss, expense, deduction and credit and all other items attributable to such Interest for such period shall be divided and allocated between the transferor Member and the transferee Member by taking into account their varying Interests during such period in accordance with Section 706(d) of the Code, using any conventions permitted by law and approved by the affected Members. ~~This~~ All distributions on or before the date of such Transfer shall be made to the transferor Member, and all distributions thereafter shall be made to the transferee Member. (f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section ~~6.1(d)(i~~734(b) or Code Section 743(b) is ~~intended~~ required pursuant to ~~comply with the Partnership Minimum Gain chargeback requirement in~~ Treasury Regulation Section 1.704-~~2(f) and~~ 1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of that adjustment to the Capital Accounts shall be ~~interpreted consistently therewith.~~ treated as an item of gain (iiif the adjustment increases the basis of the asset) ~~Chargeback~~ or loss (if the adjustment decreases the basis of ~~Partner Nonrecourse Debt Minimum Gain. Notwithstanding~~ the ~~other provisions of this Section 6.1 (other than Section 6.1(d)(i)~~asset), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of and such ~~taxable period~~ gain or loss shall be specially allocated ~~items of Partnership income and gain for such period (and, if necessary, subsequent periods)~~ to the Members in the manner ~~and amounts provided~~ consistent with the manner in ~~Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted~~ which their Capital ~~Account balance shall~~ Accounts are required to be ~~determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations~~ adjusted pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in that Treasury ~~Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith~~Regulation.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Aveon Group L.P.), Limited Liability Company Agreement (Aveon Group L.P.)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: ~~(i)~~ 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain ~~Chargeback. Notwithstanding~~ or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this ~~Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~Article 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such ~~period (and, if necessary, subsequent periods~~fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)~~amount of such excess as quickly as possible; provided, ~~1.704-2(g)(2) and 1.704-2(j)(2)(i)~~however, or that any ~~successor provision. For purposes of~~ allocation under this Section ~~6.1(d), each Partner’s Adjusted~~ 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be ~~determined, and~~ specially allocated to the ~~allocation~~ Partners in the manner in which they share the economic risk of ~~income or gain required hereunder~~ loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be ~~effected, prior~~ specially allocated to the ~~application~~ Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any ~~other allocations~~ Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and 4.4 shall be ~~interpreted consistently therewith~~determined by applying rules analogous to those set forth in Section 1.1.81 as modified by Sections 1.1.81.1 through 1.1.81.5. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Brookfield Property Partners L.P.), Limited Partnership Agreement (Brookfield Property Partners L.P.)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(b) with respect to such taxable period (other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(b)(vi) and ~~Section 6.1(d)(vii~~6.1(b)(vii)). This Section ~~6.1(d)(i~~6.1(b)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i~~6.1(b)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(b), other than Section ~~6.1(d)(i~~6.1(b)(i), Sections 6.1(b)(vi) and ~~other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii~~6.1(b)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~6.1(b)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 2 contracts

Sources: Limited Partnership Agreement, Limited Partnership Agreement (Emerge Energy Services LP)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1~~For each Fiscal Year or period thereof, the following ~~special allocations~~ items of Income and Loss shall be specially allocated to the Partners as follows, before allocations of Net Income or Net Loss are made ~~for each taxable period~~pursuant to Section 4.1: (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ If a Partner unexpectedly receives any ~~other provision of this Section 6.1~~adjustment, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided allocation or distribution described in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation regulations Section 1.704-~~2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)~~1(b)(2)(ii)(d)(4), ~~except as provided in Treasury Regulation Section 1.704-2(i)(4~~(5) or (6), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain ~~requirement~~ (including gross income) shall be specially allocated to the Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury ~~Regulation~~ regulations, the deficit balance in the Partner's Capital Account as quickly as possible. This Section 4.2(a) shall be interpreted consistently with Treasury regulations Section 1.704-~~2(i)(4~~1(b)(2)(ii)(d). (b) To the extent an adjustment to the adjusted tax basis of any Partnership asset under Code Sections 734(b) or 743(b) is required to be taken into account in determining Capital Accounts under Treasury regulations Section 1.704-1(b)(2)(iv)(m), the amount of the Capital Account adjustment shall be included in determining items of Income or Loss and 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 shall be ~~interpreted consistently therewith~~specially allocated to the Partners consistent with the manner in which their Capital Accounts are required to be adjusted by such Treasury regulation. (c) To minimize any distortions in the manner that the Partners would have shared distributions if the special allocations required by Section 4.2(a) and Section 4.2(b) (the "REGULATORY ALLOCATIONS") had not been part of this Agreement, the General Partner may specially allocate to the Partners offsetting items of Income or Loss so that the net amounts allocated to each Partner pursuant to Sections 4.1 and Section 4.2 will, to the extent possible, equal the net amounts that would have been allocated to each Partner pursuant to Section 4.1 if the Regulatory Allocations had not been part of this Agreement.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Gainsco Inc), Agreement of Limited Partnership (Gainsco Inc)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: ~~(i)~~ 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain ~~Chargeback. Notwithstanding~~ or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this ~~Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~Article 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such ~~period (and, if necessary, subsequent periods~~fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)~~amount of such excess as quickly as possible; provided, ~~1.704-2(g)(2) and 1.704-2(j)(2)(i)~~however, or that any ~~successor provision. For purposes of~~ allocation under this Section ~~6.1(d), each Partner’s Adjusted~~ 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be ~~determined, and~~ specially allocated to the ~~allocation~~ Partners in the manner in which they share the economic risk of ~~income or gain required hereunder~~ loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be ~~effected, prior~~ specially allocated to the ~~application~~ Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any ~~other allocations~~ Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and 4.4 shall be ~~interpreted consistently therewith~~determined by applying rules analogous to those set forth in Section 1.1.69 as modified by Sections 1.1.69.1 through 1.1.69.5. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Special Allocations. Notwithstanding any other ~~provision~~ provisions of this Section ~~6.1~~5.4, the following special allocations shall be made for each taxable period: (i) ~~Partnership Minimum Gain Chargeback~~Nonrecourse Deductions for any taxable year shall be allocated to the Members in accordance with their respective Units held. (ii) Member Nonrecourse Deductions for any taxable year shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss. This Section 5.4(c)(ii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (iii) Notwithstanding any other provision of this Section ~~6.1~~6.2, if there is a net decrease in ~~Partnership~~ Minimum Gain during any ~~Partnership~~ taxable ~~period~~year, each ~~Partner~~ Member shall be allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), ~~1.704-2(g)(2~~(g)(2) and ~~1.704-2(j)(2)(i~~(j)(2)(i)~~, or any successor provision~~. For purposes of this Section ~~6.1(d~~5.4(c), each ~~Partner~~Member’s ~~Adjusted~~ Capital Account ~~balance~~ shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d)~~ 5.4 with respect to such taxable ~~period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))~~year. This Section ~~6.1(d)(i~~5.4(c)(iii) is intended to comply with the ~~Partnership Minimum Gain~~ partner minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (iiiv) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain.~~ Notwithstanding the other provisions of this Section ~~6.1~~ 6.2 (other than Section ~~6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4~~6.2(c)(iii) above), if there is a net decrease in ~~Partner~~ Member Nonrecourse Debt Minimum Gain during any ~~Partnership~~ taxable ~~period~~year, any ~~Partner~~ Member with a share of ~~Partner~~ Member Nonrecourse Debt Minimum Gain at the beginning of such taxable ~~period~~ year shall be allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation ~~Sections~~ Section 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii~~(j)(2)(ii)~~, or any successor provisions~~. For purposes of this Section ~~6.1(d~~5.4(c), each ~~Partner~~Member’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d)~~5.4, other than Section ~~6.1(d)(i~~5.4(c)(iii) ~~and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~above, with respect to such taxable ~~period~~year. This Section ~~6.1(d)(ii~~5.4(c)(iv) is intended to comply with the partner nonrecourse debt minimum gain chargeback ~~of items of income and gain~~ requirement in Treasury Regulation Section ~~1.704-~~1.704 2(i)(4) and shall be interpreted consistently therewith. (v) Except as provided in Sections 5.4(c)(iii) and 5.4(c)(iv) above, in the event any Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 5.4(c)(iii), 5.4(c)(iv) or 5.4(c)(vi). (vi) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable year, such Member shall be allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 5.4(c)(vi) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 5.4(c) (other than Section 5.4(c)(v)) have been tentatively made as if Section 5.4(c)(v) and this Section 5.4(c)(vi) were not in this Agreement. (vii) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in 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 basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such provisions.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement (FMC Technologies Inc)

Special Allocations. Notwithstanding any ~~other provision~~ provisions of ~~this~~ Section ~~6.1~~5.1, the following special allocations shall be ~~made for each taxable period~~made, to the least extent necessary to satisfy section 704(b) of the Code and the Regulations promulgated thereunder, in the following order: (ia) ~~Partnership~~ Minimum Gain ~~Chargeback~~Chargeback (Nonrecourse Liabilities). ~~Notwithstanding any other provision of this Section 6.1, if~~ If there is a net decrease in Partnership Minimum Gain ~~during~~ for any Partnership ~~taxable period~~fiscal year (except as a result of conversion or refinancing of Partnership indebtedness, certain capital contributions or revaluation of the Partnership property as further outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each Partner shall be specially allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to that Partner's share of the ~~manner and amounts provided~~ net decrease in ~~Treasury~~ Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation ~~Sections~~ Section 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This ~~Section 6.1(d)(i~~paragraph (a) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in ~~Treasury Regulation Section 1.704-2(f)~~ said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (iib) ~~Chargeback of~~ Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt ~~Minimum Gain. Notwithstanding the other provisions of this Section 6.1~~ during any fiscal year (other than ~~Section 6.1(d)(i))~~due to the conversion, ~~except~~ refinancing or other change in the debt instrument causing it to become partially or wholly nonrecourse, certain capital contributions, or certain revaluations of Partnership property (as ~~provided~~ further outlined in ~~Treasury~~ Regulation Section 1.704-2(i)(4))), ~~if there is a net decrease in~~ each Partner ~~Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period~~ shall be specially allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to the ~~manner and amounts provided~~ Partner's share of the net decrease in ~~Treasury~~ the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation ~~Sections~~ Section 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii~~(j)(2), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This ~~Section 6.1(d)(ii~~paragraph (b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of ~~items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4)~~ the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Trump Hotels & Casino Resorts Inc), Limited Partnership Agreement (Trump Hotels & Casino Resorts Funding Inc)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i)~~, or any successor provision~~. For purposes of this Section 6.1(d), each Partner’s 's Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(d)(v) and ~~Section 6.1(d)(vii~~6.1(d)(vi)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding ~~the~~ any other ~~provisions~~ provision of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii)~~, or any successor provisions~~. For purposes of this Section 6.1(d), each Partner’s 's Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(d)(v) and ~~Section 6.1(d)(vii~~6.1(d)(vi), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Tc Pipelines Lp), Limited Partnership Agreement (Tc Pipelines Lp)

Special Allocations. Notwithstanding any other ~~provision~~ provisions of this Section ~~6.1~~6.2, the following special allocations shall be made in the following order for each taxable period: (i) ~~Partnership Minimum Gain Chargeback.~~ Notwithstanding any other provision of this Section ~~6.1~~6.2, if there is a net decrease in ~~Partnership~~ Minimum Gain during any ~~Partnership~~ taxable ~~period~~year, each Partner shall be allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), ~~1.704-2(g)(2~~(g)(2) and ~~1.704-2(j)(2)(i~~(j)(2)(i)~~, or any successor provision~~. For purposes of this Section ~~6.1(d~~6.2(b), each Partner’s ~~Adjusted~~ Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d)~~ 6.2 with respect to such taxable ~~period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))~~year. This Section ~~6.1(d)(i~~6.2(b)(i) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain.~~ Notwithstanding the other provisions of this Section ~~6.1~~ 6.2 (other than Section ~~6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4~~6.2(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any ~~Partnership~~ taxable ~~period~~year, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable ~~period~~ year shall be allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation ~~Sections~~ Section 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii~~(j)(2)(ii)~~, or any successor provisions~~. For purposes of this Section ~~6.1(d~~6.2(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d)~~6.2, other than Section ~~6.1(d)(i~~6.2(b)(i) ~~and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~above, with respect to such taxable ~~period~~year. This Section ~~6.1(d)(ii~~6.2(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback ~~of items of income and gain~~ requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.2(b)(i) and 6.2(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.2(b)(i), 6.2(b)(ii) or 6.2(b)(iv). This Section 6.2(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) In the event any Partner has a deficit balance in its Adjusted Capital Account at the end of any taxable year, such Partner shall be allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.2(b)(iv) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.2(b) (other than Section 6.2(b)(iii)) have been tentatively made as if Section 6.2(b)(iii) and this Section 6.2(b)(iv) were not in this Agreement. (v) Nonrecourse Deductions for any taxable year shall be allocated to the Partners in accordance with their Sharing Ratios. (vi) Partner Nonrecourse Deductions for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.2(b)(vi) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (vii) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Interest in the Partnership, 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 item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such provisions.

Appears in 2 contracts

Sources: General Partnership Agreement (Regency Energy Partners LP), General Partnership Agreement (Regency Energy Partners LP)

Special Allocations. ~~Notwithstanding~~ Before any ~~other provision of this~~ allocations are made pursuant to Section 6.1, Section 6.2 or Section 14 (as such Sections may be modified by Section 6.5), the following special allocations shall be made ~~for each taxable period~~in the following order: 6.3.1 The Manager may make such special allocations, and apply Sections 6.1 and 6.2 with such modifications, as it determines to be appropriate (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the ~~Partnership Minimum Gain chargeback requirement~~ rules set forth in the Treasury ~~Regulation~~ Regulations under Section 704(b) of the Code governing (a) allocations of "nonrecourse deductions," "partner nonrecourse deductions" and other items lacking "economic effect" and (b) "minimum gain chargebacks" and "partner nonrecourse debt minimum gain chargebacks," and (ii) for this Agreement to contain a "qualified income offset" provision within the meaning of the Treasury Regulations under Section 704(b) of the Code. In no event, however, shall any such special allocations or modifications affect the amount or timing of any distribution to be made to any Member hereunder. 6.3.2 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-~~2(f~~l(b)(2)(iv)(m) ~~and~~ of the Treasury Regulations, to be taken into account in determining capital accounts, the amount of such adjustment to the capital accounts shall be ~~interpreted consistently therewith.~~ treated as an item of gain (iiif the adjustment increases the basis of the asset) ~~Chargeback~~ or loss (if the adjustment decreases the basis of ~~Partner Nonrecourse Debt Minimum Gain. Notwithstanding~~ the ~~other provisions of this Section 6.1 (other than Section 6.1(d)(i)~~asset), ~~except as provided~~ and such gain or loss shall be specially allocated to the Members in ~~Treasury Regulation~~ a manner that is consistent with the manner in which their capital accounts are required to be adjusted pursuant to Section 1.704-~~2(i)(4~~l(b)(2)(iv)(m) of the Treasury Regulations. 6.3.3 To the extent that any portion of the Management Fee payment is determined by the Manager to be a distribution to any Member and not a guaranteed payment within the meaning of Section 707(c) of the Code (or a payment for services provided in a non-Member capacity), ~~if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share~~ an amount of ~~Partner Nonrecourse Debt Minimum Gain at~~ gross income of the ~~beginning~~ Company equal to the amount of such ~~taxable period shall be allocated items of Partnership income and gain for such period~~ payment (and, ~~if necessary~~to the extent possible, ~~subsequent periods~~of the same character as the income of the Company giving rise to such payment) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be ~~determined, and~~ specially allocated to such Member. 6.3.4 Any interest or other expense incurred by the ~~allocation of income or gain required hereunder shall be effected, prior to the application of~~ Company in connection with any ~~other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation~~ borrowing made pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and 5.3 shall be ~~interpreted consistently therewith~~specially allocated to CDI.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Comdisco Holding Co Inc), Limited Liability Company Agreement (Comdisco Holding Co Inc)

Special Allocations. (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period: (i) Notwithstanding any other provision of this Section ~~6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~7.04, if there is a net decrease in ~~Partnership~~ Company Minimum Gain during any ~~Partnership~~ taxable period, each ~~Partner~~ Member shall be allocated items of ~~Partnership~~ Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in ~~Treasury Regulation Sections~~ Treas. Reg. § 1.704-~~2(f)(6~~2(f), ~~1.704-2(g)(2~~(g)(2) and ~~1.704-2(j)(2)(i~~(j)~~, or any successor provision~~. For purposes of this Section ~~6.1(d)~~7.04, each ~~Partner~~Member’s ~~Adjusted~~ Capital Account ~~balance~~ shall be ~~determined,~~ determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this ~~Section 6.1(d)~~ Article 6 with respect to such taxable ~~period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))~~period. This Section ~~6.1(d)(i~~7.04(a)(i) is intended to comply with the ~~Partnership Minimum Gain~~ partnership minimum gain chargeback requirement in ~~Treasury Regulation Section~~ Treas. Reg. § 1.704-2(f) and shall be interpreted consistently therewith. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain.~~ Notwithstanding the other provisions of this Section ~~6.1~~ 7.04 (other than ~~Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4~~7.04(a)(i) above), if there is a net decrease in ~~Partner~~ Member Nonrecourse Debt Minimum Gain during any ~~Partnership~~ taxable period, any ~~Partner~~ Member with a share of ~~Partner~~ Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of ~~Partnership~~ Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in ~~Treasury Regulation Sections~~ Treas. Reg. § 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii~~(j)(2)~~, or any successor provisions~~. For purposes of this Section ~~6.1(d)~~7.04, each ~~Partner~~Member’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~7.04(a), other than Section ~~6.1(d)(i~~7.04(a)(i) ~~and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~above, with respect to such taxable period. This Section ~~6.1(d)(ii~~7.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback ~~of items of income and gain~~ requirement in ~~Treasury Regulation Section~~ Treas. Reg. § 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 7.04(a)(i) and 7.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 7.04(a)(i) and 7.04(a)(ii). (iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 7.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 7.04(a) have been tentatively made as if this Section 7.04(a)(iv) were not in this Agreement. (v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests. (vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. § 1.704-2(i). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (First Wind Holdings Inc.), Limited Liability Company Agreement (First Wind Holdings Inc.)

Special Allocations. Notwithstanding any other ~~provision~~ provisions of this Section 6.1, the following special allocations shall be made on a Series by Series basis in the following order for each taxable period: (i) ~~Partnership Minimum Gain Chargeback.~~ Notwithstanding any other provision of this Section 6.1, if there is a net decrease in ~~Partnership~~ Minimum Gain attributable to a Series during any ~~Partnership~~ taxable ~~period~~year, each Partner of such Series shall be allocated items of ~~Partnership~~ income and gain attributable to such Series for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), ~~1.704-2(g)(2~~(g)(2) and ~~1.704-2(j)(2)(i~~(j)(2)(i)~~, or any successor provision~~. For purposes of this Section ~~6.1(d~~6.1(b), each Partner’s Adjusted Capital Account balance for such Series shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d)~~ 6.1 with respect to such taxable ~~period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))~~year. This Section ~~6.1(d)(i~~6.1(b)(i) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain.~~ Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4~~6.1(b)(i) above), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Series during any ~~Partnership~~ taxable ~~period~~year, any Partner with a share of such Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable ~~period~~ year shall be allocated items of ~~Partnership~~ income and gain attributable to such Series for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation ~~Sections~~ Section 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii~~(j)(2)(ii)~~, or any successor provisions~~. For purposes of this Section ~~6.1(d~~6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d)~~6.1, other than Section ~~6.1(d)(i~~6.1(b)(i) ~~and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~above, with respect to such taxable ~~period~~year. This Section ~~6.1(d)(ii~~6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback ~~of items of income and gain~~ requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) After giving effect to the allocations in Sections 6.1(b)(i), 6.1(b)(ii) and 6.1(b)(iii): (A) in the event that the Series LH Partners become obligated to make payments to the Series AC Partners pursuant to Section 6.2(c), items of Partnership gross income and gain shall be allocated to the Series LH Partners in accordance with their respective Series LH Percentage Interests until the aggregate amounts of items allocated to the Series LH Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series LH Partners to the Series AC Partners pursuant to Section 6.2(c) for such taxable year and all prior taxable years; and (B) in the event that the Series AC Partners become obligated to make payments to the Series LH Partners pursuant to Section 6.3(c), items of Partnership gross income and gain shall be allocated to the Series AC Partners in accordance with their respective Series AC Percentage Interests until the aggregate amounts of items allocated to the Series AC Partners pursuant to this Section 6.1(b)(iv) for such taxable year and all prior taxable years equals the cumulative amount of payments made by the Series AC Partners to the Series LH Partners pursuant to Section 6.3(c) for such taxable year and all prior taxable years. (v) In the event any Partner has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Partner shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(v) were not in this Agreement. (vi) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Partners of such Series in accordance with their Percentage Interests for such Series. (vii) Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for any taxable year shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Partner’s Partnership Interest in a Series, 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 item of gain or loss shall be allocated to the Partners in a manner consistent with the manner in which their Series Capital Accounts are required to be adjusted pursuant to such provisions.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ Except as otherwise provided in Regulations Section 1.704-2(f), and notwithstanding any other provision of this ~~Section 6.1~~Article VIII, if there is a net decrease in Partnership Minimum Gain during any ~~Partnership taxable period~~Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to such Partner’s share of the ~~manner and amounts provided~~ net decrease in ~~Treasury Regulation~~ Partnership Minimum Gain, determined in accordance with Regulations Section 1.704- 2(g). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6~~), 1.704-2(g)(2~~) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This Section ~~6.1(d)(i~~8.6(a) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in ~~Treasury Regulation~~ Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iib) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Regulations Section 1.704-2(i)(4), and notwithstanding any other provision of this Article VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership ~~taxable period~~Fiscal Year, ~~any~~ each Partner ~~with~~ who has a share of the Partner Nonrecourse Debt Minimum Gain ~~at the beginning of~~ attributable to such ~~taxable period~~ Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to such Partner’s share of the ~~manner and amounts provided~~ net decrease in ~~Treasury Regulation~~ Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-~~2(j)(2)(ii~~2(i)(2), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~8.6(b) is intended to comply with the minimum gain chargeback ~~of items of income and gain~~ requirement in ~~Treasury Regulation~~ Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), or 1.704-1 (b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 8.6(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made, as if this Section 8.6(c) were not in this Agreement. (d) In the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership Fiscal Year, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.6(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account after all other allocations provided for in this Article VIII have been made as if Section 8.6(c) hereof and this Section 8.6(d) were not in this Agreement. (e) Partner Nonrecourse Deductions for any Fiscal Year shall be allocated pro rata among the Partners in proportion to their respective Percentage Interests. (f) Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i)(l). (g) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704- l(b)(2)(iv)(m)(2), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its interest in the Partnership, 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 specifically allocated to the Partner to whom such distribution was made.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Hines Real Estate Investment Trust Inc), Limited Partnership Agreement (Hines Real Estate Investment Trust Inc)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: ~~(i)~~ 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain ~~Chargeback. Notwithstanding~~ or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this ~~Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~Article 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such ~~period (and, if necessary, subsequent periods~~fiscal year in accordance with Treasury Regulations Section 1. 704-1(b)(2)(ii)(d)) in the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)~~amount of such excess as quickly as possible; provided, ~~1.704-2(g)(2) and 1.704-2(j)(2)(i)~~however, or that any ~~successor provision. For purposes of~~ allocation under this Section ~~6.1(d), each Partner’s Adjusted~~ 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be ~~determined, and~~ specially allocated to the ~~allocation~~ Partners in the manner in which they share the economic risk of ~~income or gain required hereunder~~ loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be ~~effected, prior~~ specially allocated to the ~~application~~ Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any ~~other allocations~~ Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and 4.4 shall be ~~interpreted consistently therewith~~determined by applying rules analogous to those set forth in Section 1.1.82 as modified by Sections 1.1.82.1 through 1.1.82.5. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.), Limited Partnership Agreement (BRP Bermuda Holdings I LTD)

Special Allocations. ~~Notwithstanding~~ At the end of each Fiscal Year and notwithstanding any ~~other~~ provision of ~~this~~ Section ~~6.1~~10.2, the following special allocations shall be made both for ~~each taxable period~~Capital Account and for federal income tax purposes unless otherwise provided: (ia) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply In accordance with the ~~Partnership Minimum Gain chargeback requirement in~~ ordering rules of Treasury Regulation Section 1.704-~~2(f)~~ 2(j), items of gross income and realized gain first shall be ~~interpreted consistently therewith. (ii) Chargeback~~ allocated in an amount and in a manner that complies with the “chargeback” requirement of ~~Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in~~ Treasury Regulation Section 1.704-2(i)(4), ~~if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period~~the “qualified income offset” requirement of Treasury Regulation Section 1.704-1(b)(2)(ii)(d), and the “minimum gain chargeback” requirement of Treasury Regulation Section 1.704-2(f). Further, any ~~Partner with a share~~ “partner non-recourse deductions” within the meaning of ~~Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period~~ Treasury Regulation Section 1.704-2(i)(2) attributable to “partner non-recourse debt” shall be allocated ~~items~~ to the Member who bears the “economic risk of ~~Partnership income and gain~~ loss” for such ~~period~~ debt in accordance with Treasury Regulation Section 1.704-2(i). Any losses in excess of the losses allowable to the Members pursuant to the Treasury Regulations promulgated under Code Section 704(b) shall first be allocated to the extent allowable hereunder to Members who are not precluded from receiving such allocations by the preceding provisions of this subparagraph (~~and~~a), if ~~necessary~~any, ~~subsequent periods) in the manner~~ and ~~amounts~~ shall thereafter be allocated as provided in ~~Treasury Regulation Sections 1.704-2(i)(4~~Section 10.2. (b) ~~and 1.704-2(j)(2)(ii~~If a taxing authority ignores the characterization of any amounts paid to a Member (or an Affiliate thereof) as salaries, management fees, commissions, interest or other compensation for services (“Compensation”), and refuses to treat such payments as either guaranteed payments within the meaning of Code Section 707(c) or ~~any successor provisions. For purposes~~ payments made to such Member other than in such Member’s capacity as a “partner” within the meaning of ~~this~~ Code Section ~~6.1(d~~707(a), ~~each Partner~~and such taxing authority ultimately treats such amounts paid to a Member (or an affiliate thereto) as a distribution to such Member for federal income tax purposes which reduces such Member’s ~~Adjusted~~ Capital ~~Account balance~~ Account, then the Compensation shall be ~~determined, and the~~ treated as an allocation of an item of income or gain ~~required hereunder~~ of the Company to the recipient Member so that, consistent with the intent of the Members, the Compensation shall not be treated as a distribution which reduces the recipient Member’s Capital Account. Accordingly, such Member shall be ~~effected, prior~~ allocated the first available items of Company income and gain (including in a succeeding year) in an amount equal to the ~~application~~ Compensation. (c) If the Company owns (x) any Property contributed by a Member that had a fair market value different from its adjusted basis for federal income tax purposes on the date of the contribution, or (y) any ~~other allocations~~ Property that has been revalued pursuant to ~~this~~ Treasury Regulation Section ~~6.1(d~~1.704-1(b)(2)(iv)(f), ~~other than Section 6.1(d)(i)~~ then for federal income tax purposes only and ~~other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~not for Capital Account purposes, any income, gain, loss or deduction with respect to such ~~taxable period~~Property shall be allocated among the Members in accordance with Code Section 704(c) and the Treasury Regulations thereunder. ~~This~~ Pursuant to the “traditional method” of making Code Section ~~6.1(d)(ii~~704(c) ~~is intended to comply with the chargeback of items of income and gain requirement~~ allocations described in Treasury Regulation Section 1.704-~~2(i)(4) and shall be interpreted consistently therewith~~3(b).

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Piedmont Natural Gas Co Inc), Limited Liability Company Agreement (Agl Resources Inc)

Special Allocations. (i) Notwithstanding any other provision of this ~~Section 6.1~~Agreement, ~~the following special allocations shall be made for each taxable period:~~ (i) “partner nonrecourse deductions” (as defined in Section 1.704-2(i) of the Regulations), if any, of the Partnership ~~Minimum Gain Chargeback~~shall be allocated to the Partner that bears the economic risk of loss within the meaning of Section 1.704-2(i) of the Regulations, and (ii) “nonrecourse deductions” (as defined in Section 1.704-2(b) of the Regulations) and “excess nonrecourse liabilities” (as defined in Section 1.752-3(a)(3) of the Regulations), if any, of the Partnership with respect to each period shall be allocated among the Partners in accordance with their respective Percentage Interests. (ii) This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Partners on a priority basis to the extent and in the manner required by such provisions. (iii) Notwithstanding any other provision of this Agreement, no allocation of Losses or items of deduction or expense shall be made to any Partner to the extent that the effect of such allocation would be to cause the Partner to have a negative balance in its Capital Account, after taking into account any adjustments, allocations or distributions described in Section ~~6.1~~1.704-1(b)(2)(ii)(d)(4), ~~if there is a net decrease~~ (5) or (6) of the Regulations, in excess of the maximum amount of such negative balance such Partner would be obligated (or deemed obligated under the Regulations) to contribute to the Partnership ~~Minimum Gain during~~ upon liquidation. (iv) To the extent that an adjustment to the adjusted tax basis of any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation asset pursuant to Section ~~6.1(d)(vi~~734(b) ~~and Section 6.1(d)(vii)). This Section 6.1(d)(i~~or 743(b) of the Code is ~~intended~~ required, pursuant to ~~comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation~~ Section 1.704-~~2(f~~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 such basis) and such gain or loss shall be ~~interpreted consistently therewith~~specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Regulations. (iiv) ~~Chargeback~~ If the interest of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner ~~with~~ in the Partnership changes during a ~~share~~ taxable year the principles of ~~Partner Nonrecourse Debt Minimum Gain at~~ Section 706 of the ~~beginning of such taxable period~~ Code and the Regulations thereunder shall be ~~allocated items of Partnership income and gain~~ applied, as reasonably determined by the Designated Partner, to account for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithchange.

Appears in 2 contracts

Sources: Partnership Agreement (NorthStar/RXR New York Metro Real Estate, Inc.), Partnership Agreement (NorthStar/RXR New York Metro Real Estate, Inc.)

Special Allocations. ~~Notwithstanding~~ Before any ~~other provision of this~~ allocations are made pursuant to Section 6.1, Section 6.2 or Section 14 (as such Sections may be modified by Section 6.5), the following special allocations shall be made ~~for each taxable period~~in the following order: 6.3.1 The Manager may make such special allocations, and apply Sections 6.1 and 6.2 with such modifications, as it determines to be appropriate (i) ~~Partnership Minimum Gain Chargeback~~to comply with the rules set forth in the Treasury Regulations under Section 704(b) of the Code governing (a) allocations of "nonrecourse deductions," "partner nonrecourse deductions" and other items lacking "economic effect" and (b) "minimum gain chargebacks" and "partner nonrecourse debt minimum gain chargebacks," and (ii) for this Agreement to contain a "qualified income offset" provision within the meaning of the Treasury Regulations under Section 704(b) of the Code. ~~Notwithstanding~~ In no event, however, shall any ~~other provision~~ such special allocations or modifications affect the amount or timing of ~~this~~ any distribution to be made to any Member hereunder. 6.3.2 To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section ~~6.1~~734(b) or Section 743(b) of the Code is required, ~~if there is a net decrease~~ pursuant to Section 1.704-l(b)(2)(iv)(m) of the Treasury Regulations, to be taken into account in ~~Partnership Minimum Gain during any Partnership taxable period~~determining capital accounts, ~~each Partner~~ 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 ~~items~~ to the Members in a manner that is consistent with the manner in which their capital accounts are required to be adjusted pursuant to Section 1.704-l(b)(2)(iv)(m) of ~~Partnership~~ the Treasury Regulations. 6.3.3 To the extent that any portion of the Management Fee payment is determined by the Manager to be a distribution to any Member and not a guaranteed payment within the meaning of Section 707(c) of the Code (or a payment for services provided in a non-Member capacity), an amount of gross income ~~and gain for~~ of the Company equal to the amount of such ~~period~~ payment (and, ~~if necessary~~to the extent possible, ~~subsequent periods~~of the same character as the income of the Company giving rise to such payment) in shall be specially allocated to such Member. 6.3.4 There shall be specially allocated to the ~~manner~~ Class A Member all fees and ~~amounts~~ expenses of the Company related to the Fund B Escrow Account. 6.3.5 For any fiscal year or other accounting period of the Company, there shall be specially allocated to the Class C Member its share of any fees and expenses related to Funded Securities as provided in ~~Treasury Regulation Sections 1.704-2(f)(6)~~Section 9.4 and such other items of Company income, ~~1.704-2(g)(2)~~ gain, loss and ~~1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s~~ deduction attributable to Funded Securities as are necessary for its Adjusted Capital Account ~~balance shall be determined~~Balance to equal, ~~and the allocation of income or gain required hereunder shall be effected, prior~~ to the ~~application~~ extent possible, its Target Capital Account Balance as of ~~any~~ the close of such fiscal year or other ~~allocations~~ accounting period. The items allocated to the Class C Member pursuant to this Section ~~6.1(d) with respect~~ 6.3.5 shall be drawn from all of the Company's items of income, gain, loss and deduction attributable to ~~such taxable period (other than an allocation pursuant to Section 6.1(d)(vi)~~ Funded Securities in a manner that is fair and ~~Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply~~ equitable and consistent with the ~~Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall~~ distributions to be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determinedmade to, and the ~~allocation of income or gain required hereunder shall~~ expenses to be ~~effected~~borne by, ~~prior to~~ the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithClass C Member hereunder.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Comdisco Holding Co Inc), Limited Liability Company Agreement (Comdisco Holding Co Inc)

Special Allocations. ~~Notwithstanding~~ (a) In the event, a Member unexpectedly receives any ~~other provision~~ adjustment, allocation or distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases an Adjusted Capital Account Deficit, items of partnership income and gain shall be specially allocated to such Member so as to eliminate such negative balance as quickly as possible, provided that an allocation pursuant to this Section ~~6.1, the following special allocations~~ 3.2(a) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for ~~each~~ in this Article 3 have been tentatively made as if this Section 3.2(a) were not in this Schedule J. This subparagraph is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (b) If a Member has a deficit Capital Account at the end of any taxable ~~period:~~ year that exceeds the sum of (i) ~~Partnership Minimum Gain Chargeback. Notwithstanding any other provision~~ the amount that Member is obligated to restore, and (ii) the amount the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704 2(g)(1) and 1.704 2(i)(5), then each such Member shall be specially allocated items of income and gain of the Nevada JV in the amount of the excess as quickly as possible, provided that an allocation pursuant to this Section ~~6.1~~3.2(b) shall be made if and only to the extent that the Member would have a deficit in such Member’s Capital Account after all other allocations provided for in this Article 3I have been tentatively made without considering this Section 3.2(b). (c) Nonrecourse Deductions for any Fiscal Year of Nevada JV shall be allocated rateably among the Members based upon the manner in which such Members are entitled to share in distributions under Section 8.1(b)(ii) of the Agreement. (d) Except as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain ~~during~~ for any ~~Partnership taxable period~~Fiscal Year of Nevada JV, each ~~Partner~~ Member shall be specially allocated items of ~~Partnership~~ partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to such Member’s share of the ~~manner and amounts provided~~ net decrease in Partnership Minimum Gain, determined in accordance with Treasury ~~Regulation~~ Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Sections 1.704-~~2(f)(6), 1.704-2(g)(2~~2(f) and ~~1.704-2(j)(2)(i), or any successor provision. For purposes~~ (j)(2) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Treasury Regulations. This Section ~~6.1(d)(i~~3.2(c) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in said section of the Treasury ~~Regulation Section 1.704-2(f)~~ Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (iie) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Section 1.704-2(i)(4)) of the Treasury Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt ~~Minimum Gain~~ during any ~~Partnership taxable period~~Fiscal Year of Nevada JV, ~~any Partner with~~ each Member who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse ~~Debt Minimum Gain at~~ Debt, determined in accordance with Section 1.704-2(i)(5) of the ~~beginning of such taxable period~~ Treasury Regulations, shall be specially allocated items of ~~Partnership~~ partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to that Member’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner ~~and amounts provided~~ required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in ~~Treasury Regulation~~ accordance with Sections 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii), or any successor provisions. For purposes~~ (j)(2) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable periodTreasury Regulations. This Section ~~6.1(d)(ii~~3.2(d) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of ~~items of income and gain requirement in~~ the Treasury ~~Regulation Section 1.704-2(i)(4)~~ Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts to be allocated to each Member pursuant hereto. (f) Partner Nonrecourse Deductions for any Fiscal Year of Nevada JV or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Members that bear the economic risk of loss for such Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Treasury Regulations.) (g) To the extent an adjustment to the adjusted tax basis of any asset of Nevada JV, pursuant to Code Section 734(b) or Section 743(b) is required, pursuant to Treasury 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 Member in complete liquidation of such Member’s interest in Nevada JV, 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 Members in accordance with their interests in Nevada JV 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 Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 2 contracts

Sources: Implementation Agreement (Barrick Gold Corp), Implementation Agreement (Newmont Mining Corp /De/)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order and priority: (ia) ~~Partnership Minimum Gain Chargeback~~The provisions of this Agreement relating to the allocations of items of income, gain, loss and deduction are intended to comply with Regulations Sections 1.704-1 and 1.704-2. ~~Notwithstanding~~ In the event that subsequent events (including a loan by a Member to the Company) cause the allocations set forth in Section 7.5 not to be in accordance with the Regulations, then notwithstanding any other provision of this Agreement, the Company may make such modifications to this Agreement (including the addition of special allocation provisions specified by Regulations Section ~~6.1~~1.704-2) that are necessary to cause such allocations to have substantial economic effect within the meaning of Regulations Section 1.704-1(b)(2) or to be deemed to be in accordance with the Members’ interests in the Company under Regulations Section 1.704-1. Without limiting the foregoing, this Section 7.6(a) is intended to cause the Company to have a “qualified income offset” in compliance with Regulations Section 1.704-1(b)(2)(ii)(d) and shall be applied and interpreted in accordance with such Regulation; provided that an allocation pursuant to the qualified income offset shall be made only after all other allocations provided for in this Section 7.6 have been tentatively made as if ~~there is a net decrease~~ such qualified income offset were not in ~~Partnership Minimum Gain during any Partnership taxable period~~this Agreement. Consistent with this Section 7.6(a), ~~each Partner~~ “nonrecourse deductions,” as defined in Regulations Section 1.704-2(b), shall be allocated ~~items~~ to the Members, pro rata, in accordance with such Treasury Regulations. (b) The allocations set forth in Section 7.6(a) (the “Regulatory Allocations”) are intended to comply with certain requirements of ~~Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation~~ Regulations Sections 1.704-~~2(f)(6), 1.704-2(g)(2~~1(b) and 1.704-~~2(j)(2)(i~~2. Notwithstanding any other provisions of this Article VII (other than the Regulatory Allocations), ~~or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance~~ all Regulatory Allocations shall be ~~determined~~taken into account in allocating other items of income, gain, loss and deduction among the ~~allocation of income or gain required hereunder shall be effected~~Members so that, ~~prior~~ to the ~~application~~ greatest extent possible, the net amount of ~~any other~~ all allocations pursuant to this ~~Section 6.1(d) with respect~~ Article VII to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and each Member shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior equal to the ~~application of any other allocations~~ net amount that would have been allocated to each such Member in each Company taxable year or period if the Regulatory Allocations had not occurred. Allocations pursuant to this Section ~~6.1(d), other than Section 6.1(d)(i~~7.6(b) ~~and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii),~~ shall only be made with respect to Regulatory Allocations to the extent the Company determines that such ~~taxable period. This Section 6.1(d)(ii) is intended to comply~~ allocations are consistent with the ~~chargeback of items of income and gain requirement~~ overall economic sharing arrangement among the Members, as reflected in ~~Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith~~this Agreement.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Strategic Hotels & Resorts, Inc), Limited Liability Company Agreement (Strategic Hotels & Resorts, Inc)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the following special allocations~~ (a) Loss attributable to Partner Nonrecourse Debt shall be ~~made~~ allocated in the manner required by Regulations Section 1.704-2(i). If there is a net decrease during a taxable year in Partner Minimum Gain, Income for ~~each~~ such taxable ~~period:~~year (and, if necessary, for subsequent taxable years) shall be allocated to the Limited Partners in the amounts and of such character as is determined according to Regulations Section 1.704-2(i)(4). This Section 5.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith. (ib) ~~Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this~~ Except as otherwise provided in Section ~~6.1~~5.2(a), if there is a net decrease in Partnership Minimum Gain during any ~~Partnership~~ taxable ~~period~~year, each Limited Partner shall be allocated ~~items of Partnership income and gain~~ Income for such ~~period~~ taxable year (and, if necessary, for subsequent ~~periods~~taxable years) in the ~~manner~~ amounts and ~~amounts provided in Treasury Regulation Sections~~ of such character as is determined according to Regulations Section 1.704-~~2(f)(6~~2(f). This Section 5.2(b) is intended to be a “minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(f), and shall be interpreted in a manner consistent therewith. (c) If any Limited Partner that unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-~~2(g)(2) and 1.704-2(j)(2)(i~~1(b)(2)(ii)(d)(4), (5) or ~~any successor provision. For purposes of this Section 6.1(d), each Partner’s~~ (6) has an Adjusted Capital Account ~~balance shall be determined~~Deficit as of the end of any taxable year, computed after the application of Section 5.2(a) and ~~the allocation of income or gain required hereunder shall be effected, prior to~~ Section 5.2(b) but before the application of any other ~~allocations pursuant to this~~ provision of Section ~~6.1(d) with respect~~ 5.1 and Section 5.2, then Income for such taxable year shall be allocated to such ~~taxable period (other than~~ Limited Partner in an ~~allocation pursuant~~ amount and manner sufficient to ~~Section 6.1(d)(vi) and Section 6.1(d)(vii))~~eliminate such Adjusted Capital Account Deficit as quickly as possible. This Section ~~6.1(d)(i~~5.2(c) is intended to ~~comply with the Partnership Minimum Gain chargeback requirement~~ be a “qualified income offset” provision as described in ~~Treasury Regulation~~ Regulations Section 1.704-~~2(f~~1(b)(2)(ii)(d) and shall be interpreted ~~consistently~~ in a manner consistent therewith. (iid) ~~Chargeback~~ Income and Loss described in clause (d) of ~~Partner Nonrecourse Debt Minimum Gain~~the definition of Gross Asset Value shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Regulations Section 1.704-1(b)(2)(iv)(m). (e) The allocations set forth in Section 5.2(a) through Section 5.2(d) inclusive (the “Regulatory Allocations”) are intended to comply with certain requirements of Section 1.704-1(b) and 1.704-2 of the Regulations. ~~Notwithstanding~~ The Regulatory Allocations may not be consistent with the manner in which the Limited Partners intend to allocate Income and Loss of the Partnership or to make Distributions. Accordingly, notwithstanding the other provisions of ~~this Section 6.1 (other than Section 6.1(d)(i))~~Sections 5.1 and 5.2, ~~except as provided in Treasury Regulation Section 1.704-2(i)(4)~~but subject to the Regulatory Allocations, ~~if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any~~ items of Income and Loss of the Partnership ~~taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period~~ shall be allocated ~~items~~ among the Limited Partners so as to eliminate the effect of ~~Partnership income~~ the Regulatory Allocations and ~~gain for such period (and, if necessary, subsequent periods)~~ thereby cause the respective Capital Account balances of the Limited Partners to be in the ~~manner~~ amounts (or as close thereto as possible) they would have been if Income and ~~amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii)~~Loss had been allocated without reference to the Regulatory Allocations. In general, ~~or any successor provisions. For purposes of~~ the Limited Partners anticipate that this ~~Section 6.1(d), each Partner’s Adjusted Capital Account balance~~ shall be ~~determined~~accomplished by specially allocating other Income and Loss among the Limited Partners so that, ~~and the allocation of income or gain required hereunder shall be effected, prior~~ to the ~~application~~ extent possible, the net amount of ~~any other~~ Regulatory Allocations and such special allocations ~~pursuant~~ to ~~this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to~~ each such ~~taxable period. This Section 6.1(d)(ii)~~ Limited Partner is ~~intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith~~zero.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Advantage Solutions Inc.), Limited Partnership Agreement (Epicor International Holdings, Inc.)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(c) with respect to such taxable period (other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(c)(vi) and ~~Section 6.1(d)(vii~~6.1(c)(vii)). This Section ~~6.1(d)(i~~6.1(c)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i~~6.1(c)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(c), other than Section ~~6.1(d)(i~~6.1(c)(i) and other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(c)(v) and ~~Section 6.1(d)(vii~~6.1(c)(vi), with respect to such taxable period. This Section ~~6.1(d)(ii~~6.1(c)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Agreement of Limited Partnership

Special Allocations. (a) Notwithstanding any other provision of this ~~Section 6.1~~Agreement, ~~the following special allocations~~ appropriate adjustments shall be made ~~for~~ to the allocations to the extent required to comply with the “qualified income offset”, “minimum gain chargeback”, “partner nonrecourse debt minimum gain chargeback”, “nonrecourse deductions”, “partner nonrecourse deductions”, and “excess nonrecourse liabilities” rules of the Treasury Regulations promulgated pursuant to Section 704(b) of the Code. (b) Any other provision set forth in this Article 3 to the contrary notwithstanding, no item of deduction or loss shall be allocated to a Partner to the extent that such allocation would cause a negative balance in such Partner’s Capital Accounts (after taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the amount that such Partner would be required to restore to the Partnership. In the event that some but not all of the Partners would have such excess Capital Account deficits as a consequence of such an allocation of loss or deduction, the limitation set forth in this section 3.5(a) shall be applied on a Partner by Partner basis so as to allocate the maximum permissible deduction or loss to each ~~taxable period:~~Partner under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (c) If any Partner has a deficit Capital Account at the end of any fiscal period that is in excess of the sum of (i) the amount such Partner is obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations, and (ii) adjustments required pursuant to Sections 1.704-1(b)(2)(ii)(d)(4)-(6) of the Treasury Regulations, each such Partner shall be specially allocated items of Income in the amount of such excess as quickly as possible; provided that an allocation pursuant to this section 3.5(c) shall be made only if and to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this section 3.5 have been made as if the “qualified income offset” provision and this section 3.3(c) were not in this Agreement. (d) Income (other than any Income described in section 3.3(a)(A)) shall be allocated to the Partners to whom Losses were allocated pursuant to section 3.3(b)(C) to the extent of those Losses. (e) The allocations set forth in section 3.5(a) through section 3.5(c) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership ~~Minimum Gain Chargeback~~income, gain, loss, or deduction pursuant to this section 3.5(e). ~~Notwithstanding~~ Therefore, notwithstanding any other provision of this ~~Section 6.1~~Article 3 (other than the Regulatory Allocations), ~~if there is a net decrease in~~ the Partnership ~~Minimum Gain during any Partnership taxable period, each Partner~~ shall ~~be allocated items~~ make such offsetting special allocations of Partnership ~~income and gain for such period (and~~income, ~~if necessary~~gain, ~~subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i)~~loss, or ~~any successor provision. For purposes of this Section 6.1(d)~~deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Partner’s ~~Adjusted~~ Capital Account balance ~~shall be determined~~is, ~~and the allocation of income or gain required hereunder shall be effected, prior~~ to the ~~application of any other allocations pursuant~~ extent possible, equal to ~~this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with~~ the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance such Partner would have had if the Regulatory Allocations were not part of the Agreement and all Partnership items were allocated pursuant to section 3.3. In exercising its discretion under this section 3.5(e), the Partnership shall ~~be determined, and the allocation of income or gain required hereunder shall be effected, prior~~ take into account future Regulatory Allocations pursuant to the ~~application of any~~ “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions under section 3.5(a) that, although not yet made, are likely to offset other ~~allocations pursuant to this Section 6.1(d~~Regulatory Allocations previously made under the “nonrecourse deduction” and “partner nonrecourse deduction” provisions under section 3.5(a), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Hagedorn Partnership, L.P.)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance 49 shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Spectra Energy Partners, LP)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period:: CHESAPEAKE MIDSTREAM PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Chesapeake Midstream Partners, L.P.)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(c) with respect to such taxable period (other than an allocation pursuant to Section ~~6.1(d)(vi~~6.1(c)(vi) and Section ~~6.1(d)(vii~~6.1(c)(vii)). This Section ~~6.1(d)(i~~6.1(c)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i~~6.1(c)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(c), other than Section ~~6.1(d)(i~~6.1(c)(i) and other than an allocation pursuant to Section ~~6.1(d)(vi~~6.1(c)(vi) and Section ~~6.1(d)(vii~~6.1(c)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~6.1(c)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement

Special Allocations. Notwithstanding any other provision of this ~~Section 6.1~~Article 7 in order to comply with the Code and Regulations for allocations of income, gain, loss, and LIMITED PARTNERSHIP AGREEMENT OF CRIMSON CARDINAL, L.P. — Page 10 deductions attributable to nonrecourse liabilities and Partnership allocations where Partners are not liable to restore deficit capital accounts, the following ~~special allocations shall be made for each taxable period~~rules apply: (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if~~ If there is a net decrease in ~~Partnership Minimum Gain~~ partnership minimum gain during any ~~Partnership taxable~~ fiscal year or other period, ~~each Partner~~ so that an allocation is required by the Code and Regulations (in particular, Section 1.704-2(f)(l) of the Regulations), items of partnership income and gain shall be allocated to the Partners in the manner and to the extent required by the applicable provisions of the Code and Regulations. This provision is intended to be a minimum gain chargeback within the meaning of Section 1.704(2)(f) of the Regulations and shall be interpreted and applied consistently with Section 1.704(2)(f) of the Regulations. (b) If there is a net decrease in the minimum gain attributable to a Partner nonrecourse loan during any fiscal year or other period, so that an allocation is required by Section 1.704-2(i)(4) of the Regulations, a Partner with a share of that partner nonrecourse debt minimum gain shall be allocated items of income and gain in the manner and to the extent required by Section 1.704-2(i)(4) of the Regulations. (c) If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Section 1.704-1(b)(2)(d) (4)-(6) of the Regulations, items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be ~~determined~~specially allocated to these Partners in an amount and manner sufficient to eliminate, ~~and the allocation of income or gain required hereunder shall be effected, prior~~ to the ~~application~~ extent required by the Regulations, any adjusted capital account deficit of ~~any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than~~ these Partners as quickly as possible, provided that an allocation pursuant to ~~Section 6.1(d)(vi~~this paragraph shall be made only if, and to the extent that, this Partner would have an adjusted capital account deficit after all other allocations which are provided in this Article 7 tentatively have been made as if this paragraph were not part of this Agreement. (d) ~~and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement~~ Any Partner nonrecourse deductions as defined in ~~Treasury Regulation~~ Section 1.704-~~2(f~~2(1)(2) ~~and~~ of the Regulations shall be ~~interpreted consistently therewith~~allocated to the Partner that bears the economic risk of loss with respect to the loan giving rise to this deduction within the meaning of Section 1.704(2)(l)(2)(a) of the Regulations. (iie) ~~Chargeback~~ For income tax purposes, any item of ~~Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1~~ income, gain, loss, deduction, or credit with respect to any property (other than money) that has been contributed by a Partner to the capital of the Partnership and which is required to be allocated to Partners for income tax purposes under Section ~~6.1(d)(i)), except~~ 704 of the Code so as ~~provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share~~ to take into account the variation between the tax basis of ~~Partner Nonrecourse Debt Minimum Gain~~ this property and its value at the ~~beginning~~ time of ~~such taxable period~~ its contribution, shall be allocated ~~items of Partnership~~ to the Partners for income ~~and gain for such period (and, if necessary, subsequent periods)~~ tax purposes in the manner required by Section 704 of the Code and ~~amounts provided in Treasury Regulation Sections 1.704-2(i)(4~~the corresponding Regulations. If and when the capital accounts of Partners are required to be adjusted pursuant to Section 1.704(b)(2)(iv)(f) or (g) of the Regulations with respect to a revaluation of any Partnership asset, subsequent allocations of income, gain, loss, and ~~1.704-2(j)(2)(ii)~~deduction, or including without limitation depreciation and deductions for cost recovery with respect to this asset, shall take into account any ~~successor provisions. For purposes~~ variation between the then existing adjusted basis of this asset for federal income tax LIMITED PARTNERSHIP AGREEMENT OF CRIMSON CARDINAL, L.P. — Page 11 purposes and the value as adjusted of this asset, as this computation may be required under Section ~~6.1(d), each Partner’s Adjusted Capital Account balance~~ 704(b) of the Code and the principles of Section 704(b) of the Code. (f) Nonrecourse losses shall be ~~determined~~allocated one hundredth of one percent (0.01%) to the General Partner and ninety-nine and ninety-nine hundredths percent (99.99%) to the Limited Partners. (g) Since the allocations described in this Section 7.05 may effect results not consistent with the manner in which the Partners intend to divide Partnership distributions, the General Partner is authorized to divide other allocations of net profits, net losses, and other items among the ~~allocation~~ Partners so as to prevent the special allocations from distorting the manner in which distributions would be divided among the Partners under Article 8 of ~~income or gain required hereunder shall be effected, prior to~~ this Agreement except for the application of ~~any other~~ the special allocations ~~pursuant to~~ under this Section ~~6.1(d)~~7.05. The General Partner shall have discretion to accomplish this result in any reasonable manner that is consistent with Section 704 of the Code and the corresponding Regulations. The Partners, ~~other than~~ by unanimous written consent of the Partners, may agree to make any election permitted by the Regulations under Section ~~6.1(d)(i) and other than an~~ 704 of the Code that may reduce or eliminate any special allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall that would otherwise be ~~interpreted consistently therewith~~required.

Appears in 1 contract

Sources: Limited Partnership Agreement (Belo Corp)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Access Midstream Partners Lp)

Special Allocations. Notwithstanding any other provision of this Section ~~6.1~~5.01, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section ~~6.1~~5.01, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in ~~Treasury~~ Regulation Sections ~~1.704-2(f)(6~~1.704‑2(f)(6), ~~1.704-2(g)(2~~1.704‑2(g)(2) and ~~1.704-2(j)(2)(i~~1.704‑2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~5.01(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~5.01(b) with respect to such taxable period (other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 5.01(b)(vi) and ~~Section 6.1(d)(vii~~5.01(b)(vii)). This Section ~~6.1(d)(i~~5.01(b)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in ~~Treasury~~ Regulation Section ~~1.704-2(f~~1.704‑2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section ~~6.1~~ 5.01 (other than Section ~~6.1(d)(i~~5.01(b)(i)), except as provided in ~~Treasury~~ Regulation Section ~~1.704-2(i)(4~~1.704‑2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in ~~Treasury~~ Regulation Sections ~~1.704-2(i)(4~~1.704‑2(i)(4) and ~~1.704-2(j)(2)(ii~~1.704‑2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~5.01(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~5.01(b), other than Section ~~6.1(d)(i~~5.01(b)(i) and other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 5.01(b)(vi) and ~~Section 6.1(d)(vii~~5.01(b)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~5.01(b)(ii) is intended to comply with the chargeback of items of income and gain requirement in ~~Treasury~~ Regulation Section ~~1.704-2(i)(4~~1.704‑2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement

Special Allocations. Notwithstanding the foregoing, the allocations provided in this Article 5 shall be subject to the following exceptions:‌ (a) This Agreement is intended to comply with the safe harbor provisions set forth in Treasury Regulations Sections 1.704-1(b) and 1.704-2(i), and the allocations set forth in paragraph 5.2(b) (“Regulatory Allocations”) are intended to comply with certain requirements of such Treasury Regulations. In the event that the Regulatory Allocations result in allocations being made that are inconsistent with paragraph 5.1, the Managing Member may adjust subsequent allocations of any items of income, gain, loss, expense and dedication such that the net amount of the Regulatory Allocations and such subsequent special adjustments to each Member equal $0.00. (b) The following Regulatory Allocations shall be made in the following order: (i) Except as otherwise provided in Treasury Regulations Section 1. 704-2(f), notwithstanding any other provision of this ~~Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~Article 5, if there is a net decrease in ~~Partnership Minimum Gain~~ the Fund’s “partnership minimum gain” (as defined in Treasury Regulations Section 1.704-2(b)(2) and 1.704-2(d)(1)) during any ~~Partnership taxable period~~Accounting Period, each ~~Partner~~ Member shall be specially allocated items of ~~Partnership~~ the Fund’s income and gain for such ~~period~~ Accounting Period (and, if necessary, subsequent ~~periods~~Accounting Periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect an amount equal to such ~~taxable period (other than an allocation pursuant to~~ Member’s share of the net decrease in partnership minimum gain, determined in accordance with Treasury Regulations Section ~~6.1(d)(vi) and Section 6.1(d)(vii)~~1.704- 2(g)(2). This ~~Section 6.1(d)(i~~paragraph 5.2(b)(i) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in Treasury ~~Regulation~~ Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in Treasury ~~Regulation~~ Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in ~~Partner Nonrecourse Debt Minimum Gain~~ “partner nonrecourse debt minimum gain” (as defined in Treasury Regulations Section 1.704- 2(i)(2)) attributable to a “partner nonrecourse debt” (as defined in Treasury Regulations Section 1.704-2(b)(4)) during any ~~Partnership taxable period~~Accounting Period, ~~any Partner with~~ each Member who has a share of ~~Partner Nonrecourse Debt Minimum Gain at the beginning of~~ such ~~taxable period~~ partner recourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of ~~Partnership~~ the Fund’s income and gain for such ~~period (~~Accounting Period and, if necessary, subsequent ~~periods)~~ Accounting Periods, in an amount equal to such Member’s share of the ~~manner and amounts provided~~ net decrease in such partner nonrecourse debt minimum gain, determined in accordance with Treasury ~~Regulation Sections~~ Regulations Section 1.704-2(i)(4~~) and 1.704-2(j)(2)(ii~~), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This ~~Section 6.1(d)(ii~~paragraph 5.2(b)(ii) is intended to comply with the minimum gain chargeback ~~of items of income and gain~~ requirement in Treasury ~~Regulation~~ Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4) through (d)(6) which cause the Adjusted Capital Account Balance of such Member to be reduced below $0.00, items of Fund income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit in it Adjusted Capital Account Balance created by such adjustments, allocations, or distributions as quickly as possible. This paragraph 5.2(b)(iii) is intended to constitute a “qualified income offset” as described in Section 1.704- l(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted and applied consistently therewith. (iv) If the allocation of Loss (or items of loss or deduction) to a Member as provided in paragraph 5.1 hereof would create or increase an Adjusted Capital Account Balance deficit, then there shall be allocated to such Member only that amount or Loss (or items of loss or deduction) as will not create or increase an Adjusted Capital Account Balance deficit. The Loss (or other items of loss or deduction) that would, absent the application or the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in proportion to their relative positive Adjusted Capital Account Balances, subject to the limitations of this paragraph (iv).

Appears in 1 contract

Sources: Limited Liability Company Agreement

Special Allocations. The following special allocations shall be made ------------------- in the following order: (a) Notwithstanding any other provision of this ~~Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~Article IV, if there ---------- is a net decrease in ~~Partnership~~ Minimum Gain during any ~~Partnership taxable period~~Fiscal Year, ~~each Partner shall be allocated~~ except as otherwise permitted by Sections 1.704-2(f)(2),(3),(4) and (5) of the Regulations, items of ~~Partnership~~ income and gain for such ~~period~~ Fiscal Year (~~and~~and subsequent years, if necessary~~, subsequent periods~~) in the ~~manner and amounts~~ order provided in Section 1.704-(j)(2)(i) of the Treasury ~~Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2)~~ Regulations shall be allocated among all Members whose shares of Minimum Gain decreased during that year in proportion to and ~~1.704-2(j)(2)(i), or any successor provision~~to the extent of such Member's share of the net decrease in Minimum Gain during such year. ~~For purposes of~~ The allocation contained in this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i4.6(a) is intended to ~~comply with~~ be a minimum gain chargeback within the ~~Partnership Minimum Gain chargeback requirement in Treasury Regulation~~ meaning of -------------- Section 1.704-~~2(f)~~ 2 of the Regulations, and shall be interpreted consistently therewith. (iib) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain.~~ Notwithstanding ~~the~~ any other ~~provisions~~ provision of this ~~Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4)~~Article IV, if ---------- there is a net decrease in "Partner ~~Nonrecourse Debt Minimum Gain during any Partnership taxable period~~nonrecourse debt minimum gain", ~~any Partner with a share~~ except as provided in Section 1.704-2(i) of ~~Partner Nonrecourse Debt Minimum Gain at~~ the ~~beginning of such taxable period shall be allocated~~ Regulations, items of ~~Partnership~~ Company income and gain for such ~~period~~ fiscal year (~~and~~and subsequent years, if necessary~~, subsequent periods~~) in the ~~manner and amounts~~ order provided in ~~Treasury Regulation Sections 1.704-2(i)(4) and~~ Section 1.704-2(j)(2)(ii~~), or any successor provisions. For purposes~~ ) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance~~ the Regulations shall be ~~determined,~~ allocated among all Members whose share of "Partner nonrecourse debt minimum gain" decreased during that year in proportion to and ~~the allocation of income or gain required hereunder shall be effected, prior~~ to the ~~application~~ extent of ~~any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to~~ such ~~taxable period~~Member's share of the net decrease in "Partner nonrecourse debt minimum gain" during such year. This Section ~~6.1(d)(ii~~4.6(b) is intended to comply with the "partner nonrecourse -------------- debt minimum gain" chargeback ~~of items of income and gain~~ requirement in ~~Treasury Regulation~~ Section 1.704-~~2(i)(4)~~ 2 of the Regulations and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations, items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 4.6(c) shall be made only if and to the extent that such Member would -------------- have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section ------- 4.6(c) were not in this Agreement. ------ (d) In the event any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.6(d) shall be -------------- made only if and to the extent that, such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have ---------- been made as if this Section 4.6(d) were not in this Agreement. -------------- (e) Nonrecourse deductions (as defined in Section 1.704-2(b)(1) of the Regulations) for any fiscal year or other period shall be specifically allocated to the Members in accordance with the allocation of Net Loss.

Appears in 1 contract

Sources: Limited Liability Company Agreement (G&l Realty Corp)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), ~~1.704-~~1.704- 2(g)(2) and 1.704-2(j)(2)(i), or any successor ~~provision~~provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Oiltanking Partners, L.P.)

Special Allocations. (a) Notwithstanding any other provision of this Agreement, to the extent an allocation of Profit or Loss or any item thereof to any Member pursuant to Section ~~6.1~~4.2 of this Agreement would be in violation of the requirements of the Treasury Regulations under Section 704(b) of the Code, the ~~following special~~ Tax Matters Partner shall comply with the requirements of such Treasury Regulations and adjust such allocations to comply with such requirements in a manner that will, in the reasonable judgment of the Tax Matters Partner, have the least effect on the amounts to be allocated and distributed under this Agreement. The Members agree that if this Section 4.3(a) becomes applicable, the Tax Matters Partner is authorized to review and adjust the allocations made pursuant to Section 4.2 of this Agreement without the Consent of Members. (b) In the event a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) that causes or increases an Adjusted Capital Account Deficit, items of Profit shall be ~~made for each taxable period:~~specially allocated to such Member so as to eliminate such negative balance as quickly as possible. This subparagraph is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. (ic) ~~Partnership Minimum Gain Chargeback. Notwithstanding any other provision~~ Except as otherwise provided in Section 1.704-2(f) of ~~this Section 6.1~~the Treasury Regulations, if there is a net decrease in Partnership Minimum Gain ~~during~~ for any ~~Partnership taxable period~~Fiscal Year, each ~~Partner~~ Member shall be specially allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to such Member’s share of the ~~manner and amounts provided~~ net decrease in Partnership Minimum Gain to the extent required by Treasury ~~Regulation~~ Regulations Section 1.704-2(f). The items to be so allocated shall be determined in accordance with Sections 1.704-~~2(f)(6), 1.704-2(g)(2~~2(f) and ~~1.704-2(j)(2)(i), or any successor provision. For purposes~~ (j)(2) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Treasury Regulations. This ~~Section 6.1(d)(i)~~ subparagraph is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in said section of the Treasury ~~Regulation Section 1.704-2(f)~~ Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (iid) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Section 1.704-2(i)(4)) of the Treasury Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt ~~Minimum Gain~~ during any ~~Partnership taxable period~~Fiscal Year, ~~any Partner with~~ each Member who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse ~~Debt Minimum Gain at~~ Debt, determined in accordance with Section 1. 704-2(i)(5) of the ~~beginning of such taxable period~~ Treasury Regulations, shall be specially allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to that Member’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner ~~and amounts provided~~ required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in ~~Treasury Regulation~~ accordance with Sections 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii), or any successor provisions. For purposes~~ (j)(2) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable periodTreasury Regulations. This ~~Section 6.1(d)(ii)~~ subparagraph is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of ~~items of income and gain requirement in~~ the Treasury ~~Regulation Section 1.704-2(i)(4)~~ Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the respective amounts to be allocated to each Member pursuant hereto. (e) Partner Nonrecourse Deductions for any Fiscal Year or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Members that bear the economic risk of loss for such Partner Nonrecourse Debt as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Treasury Regulations. (f) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their respective Percentage Interests. (g) In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of the amount such Member is obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.3(g) shall be made only if any to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 4 have been made as if Section 4.3(b) and this Section 4.3(g) were not in the Agreement. (h) Losses allocated pursuant to Section 4.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of losses pursuant to Section 4.1 hereof, the limitation set forth in this Section 4.3(h) shall be applied on a Member by Member basis and losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Member’s Capital Accounts so as to allocate the maximum permissible losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (i) The allocations set forth in Sections 4.3(b) through 4.3(h) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 4.3(i). Therefore, notwithstanding any other provision of this Section 4.3 (other than the Regulatory Allocations), the Tax Matters Partner shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.2.

Appears in 1 contract

Sources: Limited Liability Company Agreement (JCM Partners LLC)

Special Allocations. Notwithstanding the foregoing, the allocations provided in this Article 5 shall be subject to the following exceptions:‌‌ (a) This Agreement is intended to comply with the safe harbor provisions set forth in Treasury Regulations Sections 1.704-1(b) and 1.704-2(i), and the allocations set forth in paragraph 5.2(b) (“Regulatory Allocations”) are intended to comply with certain requirements of such Treasury Regulations. In the event that the Regulatory Allocations result in allocations being made that are inconsistent with paragraph 5.1, the Managing Member may adjust subsequent allocations of any items of income, gain, loss, expense and deduction such that the net amount of the Regulatory Allocations and such subsequent special adjustments to each Member equal $0.00. (b) The following Regulatory Allocations shall be made in the following order: (i) Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this ~~Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~Article 5, if there is a net decrease in ~~Partnership Minimum Gain~~ the Fund’s “partnership minimum gain” (as defined in Treasury Regulations Section 1.704-2(b)(2) and 1.704-2(d)(1)) during any ~~Partnership taxable period~~Accounting Period, each ~~Partner~~ Member shall be specially allocated items of ~~Partnership~~ the Fund’s income and gain for such ~~period~~ Accounting Period (and, if necessary, subsequent ~~periods~~Accounting Periods) in an amount equal to such Member’s share of the ~~manner and amounts provided~~ net decrease in partnership minimum gain, determined in accordance with Treasury ~~Regulation Sections 1.704-2(f)(6),~~ Regulations Section 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This ~~Section 6.1(d)(i~~paragraph 5.2(b)(i) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in Treasury ~~Regulation~~ Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in Treasury ~~Regulation~~ Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article 5, if there is a net decrease in ~~Partner Nonrecourse Debt Minimum Gain~~ “partner nonrecourse debt minimum gain” (as defined in Treasury Regulations Section 1.704- 2(i)(2)) attributable to a “partner nonrecourse debt” (as defined in Treasury Regulations Section 1.704-2(b)(4)) during any ~~Partnership taxable period~~Accounting Period, ~~any Partner with~~ each Member who has a share of ~~Partner Nonrecourse Debt Minimum Gain at the beginning of~~ such ~~taxable period~~ partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of ~~Partnership~~ the Fund’s income and gain for such ~~period (~~Accounting Period and, if necessary, subsequent ~~periods)~~ Accounting Periods, in an amount equal to such Member’s share of the ~~manner and amounts provided~~ net decrease in such partner nonrecourse debt minimum gain, determined in accordance with Treasury ~~Regulation Sections~~ Regulations Section 1.704-2(i)(4~~) and 1.704-2(j)(2)(ii~~), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This ~~Section 6.1(d)(ii~~paragraph 5.2(b)(ii) is intended to comply with the minimum gain chargeback ~~of items of income and gain~~ requirement in Treasury ~~Regulation~~ Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4) through (d)(6) which cause the Adjusted Capital Account Balance of such Member to be reduced below $0.00, items of Fund income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit in its Adjusted Capital Account Balance created by such adjustments, allocations, or distributions as quickly as possible. This paragraph 5.2(b)(iii) is intended to constitute a “qualified income offset” as described in Section 1.704- 1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted and applied consistently therewith. (iv) If the allocation of Loss (or items of loss or deduction) to a Member as provided in paragraph 5.1 hereof would create or increase an Adjusted Capital Account Balance deficit, then there shall be allocated to such Member only that amount of Loss (or items of loss or deduction) as will not create or increase an Adjusted Capital Account Balance deficit. The Loss (or items of loss or deduction) that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in proportion to their relative positive Adjusted Capital Account Balances, subject to the limitations of this paragraph (iv).

Appears in 1 contract

Sources: Limited Liability Company Agreement

Special Allocations. Notwithstanding any other provision of this Section ~~6.1~~5.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section ~~6.1~~5.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~5.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~5.1(d) with respect to such taxable period (other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 5.1(d)(vi) and ~~Section 6.1(d)(vii~~5.1(d)(vii)). This Section ~~6.1(d)(i~~5.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section ~~6.1~~ 5.1 (other than Section ~~6.1(d)(i~~5.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~5.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~5.1(d), other than Section ~~6.1(d)(i~~5.1(d)(i) and other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 5.1(d)(vi) and ~~Section 6.1(d)(vii~~5.1(d)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~5.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement

Special Allocations. (i) Notwithstanding any other provision of this ~~Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~Article VIII, if there is a net decrease in Partnership Minimum Gain of the Partnership during any ~~Partnership taxable period~~year, each Partner shall be specially allocated items of ~~Partnership~~ income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to the ~~manner and~~ portion of such Partner’s share of the net decrease in Partnership Minimum Gain of the Partnership, determined in accordance with Section 1.704-2(g) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts ~~provided~~ required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in ~~Treasury Regulation Sections~~ accordance with Section 1.704-2(f)(6~~), 1.704-2(g)(2~~) ~~and 1.704-2(j)(2)(i), or any successor provision. For purposes~~ of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Treasury Regulations. This Section ~~6.1(d)(i~~8.3(a)(i) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in ~~Treasury Regulation~~ Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain.~~ Notwithstanding ~~the~~ any other provisions of this Article VIII except Section ~~6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4~~8.3(a)(i), if there is a net decrease in Partnership Minimum Gain of the Partnership attributable to a Partner Nonrecourse Debt ~~Minimum Gain~~ during any ~~Partnership taxable period~~year, ~~any~~ each Partner ~~with~~ who has a share of the Partnership Minimum Gain attributable to such Partner Nonrecourse ~~Debt Minimum Gain at~~ Debt, determined in accordance with Section 1.704-2(i)(5) of the ~~beginning of such taxable period~~ Treasury Regulations, shall be specially allocated items of ~~Partnership~~ income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to the ~~manner and amounts provided~~ portion of such Partner’s share of the net decrease in ~~Treasury Regulation Sections~~ Partnership Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) ~~and~~ of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-~~2(j)(2)(ii), or any successor provisions. For purposes~~ 2(i)(4) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable periodTreasury Regulations. This Section ~~6.1(d)(ii~~8.3(a)(i) is intended to comply with the minimum gain chargeback ~~of items of income and gain~~ requirement in ~~Treasury Regulation~~ Section 1.704-~~2(i)(4~~2(i) of the Treasury Regulations and shall be interpreted consistently therewith. (iii) Partner Nonrecourse Deductions of the Partnership for any year shall be allocated as Loss with respect to the Partnership pursuant to Section 8.2. (iv) Any Partner Nonrecourse Deductions for any year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt of the Partnership to which such Partner Nonrecourse Deductions of such series are attributable in accordance with Section 1.704-2(i)(1) of the Treasury Regulations. (v) Notwithstanding any other provision of this Article VIII, no Partner shall be allocated in any Fiscal Year of the Partnership any Loss (and no Unit shall be allocated in any Fiscal Year of the Partnership any Loss) to the extent such allocation would cause or increase a deficit balance in such Partner’s Capital Account, taking into account all other allocations to be made for such year pursuant to this Article VIII and the reasonably expected adjustments, allocations and distributions described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. Any such Loss that would be allocated to a Partner (the “Deficit Partner”), or a Unit, shall instead be allocated to the other Partners or Units. Moreover, if a Deficit Partner unexpectedly receives an adjustment, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations which creates or increases a deficit balance in such Partner’s Capital Account (computed after all other allocations to be made for such year pursuant to this Article VIII have been tentatively made as if this Section 8.3(a)(v) were not in this Agreement), such Deficit Partner shall be allocated items of gross income in an amount equal to such deficit balance (which shall be allocated among the Partner associated with Units as determined by the General Partner). This Section 8.3(a)(v) is intended to comply with the qualified income offset requirement of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (vi) The allocations set forth in Sections 8.3(a)(i) through 8.3(a)(v) (the “Regulatory Allocations”) are intended to comply with Section 704(b) of the Code and the Treasury Regulations thereunder and shall be taken into account in allocating items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Regulatory Allocations had not occurred.

Appears in 1 contract

Sources: Limited Partnership Agreement (Healthcare Royalty, Inc.)

Special Allocations. ~~Notwithstanding~~ (a) In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Section 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, items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 6.2(a) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 6 have been tentatively made as if this Section 6.2(a) were not in the Agreement. (b) In the event any Partner has a deficit Capital Account at the end of any Partnership fiscal year which is in excess of the sum of (i) the amount such Partner is obligated to restore pursuant to any provision of this ~~Section 6.1,~~ Agreement and (ii) the ~~following special allocations shall~~ amount such Partner is deemed to be ~~made for each taxable period: (i~~obligated to restore pursuant to the penultimate sentences of Sections 1.704-1T(b)(4)(iv)(f) ~~Partnership Minimum Gain Chargeback. Notwithstanding any other provision~~ and 1.704-1T(b)(4)(iv)(h)(5) of ~~this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~the Regulations, each such Partner shall be specially allocated items of Partnership income and gain ~~for such period (and, if necessary, subsequent periods)~~ in the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2~~amount of such (c) ~~and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ To the ~~allocation of income or gain required hereunder shall be effected, prior~~ extent an adjustment to the ~~application~~ adjusted tax basis of any ~~other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation~~ Partnership asset pursuant to Section ~~6.1(d)(vi~~734(b) ~~and~~ or Section ~~6.1(d)(vii)). This Section 6.1(d)(i~~743(b) of the Code is ~~intended~~ required, pursuant to ~~comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation~~ Section 1.704-~~2(f~~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 such basis) and such gain or loss shall be ~~interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding~~ specially allocated to the ~~other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided~~ Partners in ~~Treasury Regulation Section 1.704-2(i)(4), if there is~~ a ~~net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner~~ manner consistent with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner ~~and amounts provided~~ in ~~Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted~~ which the Capital ~~Account balance shall~~ Accounts are required to be ~~determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations~~ adjusted pursuant to ~~this~~ such Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with of the ~~chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith~~Regulations.

Appears in 1 contract

Sources: Partnership Agreement (Gidwitz Ronald J)

Special Allocations. (a) Notwithstanding any other provision of this Agreement, “partner nonrecourse deductions” (as defined in Regulations Section ~~6.1~~1.704-2(i)), if any, of the ~~following special allocations~~ Venture shall be ~~made for each taxable period:~~allocated to the Member who bears the economic risk of loss with respect to the debt to which such deductions are attributable in accordance with Regulations Sections 1.704‑2(i), 1160165.07-NYCSR03A - MSW and “nonrecourse deductions” (as defined in Regulations Section 1.704‑2(b)(1)) of the Venture shall be allocated to the Members in accordance with their respective Percentage Interests. (ib) ~~Partnership Minimum Gain Chargeback~~This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. ~~Notwithstanding~~ Accordingly, notwithstanding any other provision of this ~~Section 6.1~~Agreement, ~~if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~items of income, ~~each Partner~~ gain, loss, and deduction shall be allocated to the Members to the extent and in the manner required by such provisions. (c) To the extent that any loss or deduction otherwise allocable to a Member (the “Restricted Member”) hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable period to which such loss or deduction relates (after taking into account the allocation of all items of ~~Partnership~~ income and gain for such ~~period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6~~taxable period), ~~1.704-2(g)(2)~~ such loss or deduction shall not be allocated to such Member and ~~1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance~~ instead shall be ~~determined, and the allocation of income or gain required hereunder shall be effected, prior~~ allocated to the ~~application of any other~~ Members in accordance with Section 6.02 as if the Restricted Member were not a Member. (d) Any allocations ~~pursuant~~ required to ~~this Section 6.1(d) with respect to such taxable period (other than an allocation~~ be made pursuant to Section ~~6.1(d)(vi~~6.03(a), Section 6.03(b) and Section ~~6.1(d)(vii)). This Section 6.1(d)(i~~6.03(c) ~~is intended to comply with~~ (the ~~Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f~~“Regulatory Allocations”) ~~and~~ shall be ~~interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i))~~taken into account, except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the ~~application~~ extent permitted by the Regulations, in computing subsequent and concurrent allocations of ~~any other allocations pursuant to this Section 6.1(d)~~income, ~~other than Section 6.1(d)(i) and other than an allocation~~ gain, loss or deduction pursuant to Section ~~6.1(d)(vi)~~ 6.02 so that the net amount of any items so allocated and ~~Section 6.1(d)(vii), with respect~~ all other items allocated to such ~~taxable period. This~~ Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section ~~6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation~~ 6.02 had such Regulatory Allocations under this Section ~~1.704-2(i)(4) and shall be interpreted consistently therewith~~6.03 not occurred.

Appears in 1 contract

Sources: Limited Liability Company Agreement (NorthStar Healthcare Income, Inc.)

Special Allocations. Notwithstanding any other provision of this ~~Section 6.1~~Article 7 in order to comply with the Code and Regulations for allocations of income, gain, loss, and LIMITED PARTNERSHIP AGREEMENT deductions attributable to nonrecourse liabilities and Partnership allocations where Partners are not liable to restore deficit capital accounts, the following ~~special allocations shall be made for each taxable period~~rules apply: (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if~~ If there is a net decrease in ~~Partnership Minimum Gain~~ partnership minimum gain during any ~~Partnership taxable~~ fiscal year or other period, ~~each Partner~~ so that an allocation is required by the Code and Regulations (in particular, Section 1.704-2(f)(l) of the Regulations), items of partnership income and gain shall be allocated to the Partners in the manner and to the extent required by the applicable provisions of the Code and Regulations. This provision is intended to be a minimum gain chargeback within the meaning of Section 1.704(2)(f) of the Regulations and shall be interpreted and applied consistently with Section 1.704(2)(f) of the Regulations. (b) If there is a net decrease in the minimum gain attributable to a Partner nonrecourse loan during any fiscal year or other period, so that an allocation is required by Section 1.704-2(i)(4) of the Regulations, a Partner with a share of that partner nonrecourse debt minimum gain shall be allocated items of income and gain in the manner and to the extent required by Section 1.704-2(i)(4) of the Regulations. (c) If any Partner unexpectedly receives an adjustment, allocation, or distribution described in Section 1.704-1(b)(2)(d) (4)-(6) of the Regulations, items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be ~~determined~~specially allocated to these Partners in an amount and manner sufficient to eliminate, ~~and the allocation of income or gain required hereunder shall be effected, prior~~ to the ~~application~~ extent required by the Regulations, any adjusted capital account deficit of ~~any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than~~ these Partners as quickly as possible, provided that an allocation pursuant to ~~Section 6.1(d)(vi~~this paragraph shall be made only if, and to the extent that, this Partner would have an adjusted capital account deficit after all other allocations which are provided in this Article 7 tentatively have been made as if this paragraph were not part of this Agreement. (d) ~~and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement~~ Any Partner nonrecourse deductions as defined in ~~Treasury Regulation~~ Section 1.704-~~2(f~~2(1)(2) ~~and~~ of the Regulations shall be ~~interpreted consistently therewith~~allocated to the Partner that bears the economic risk of loss with respect to the loan giving rise to this deduction within the meaning of Section 1.704(2)(l)(2)(a) of the Regulations. (iie) ~~Chargeback~~ For income tax purposes, any item of ~~Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1~~ income, gain, loss, deduction, or credit with respect to any property (other than money) that has been contributed by a Partner to the capital of the Partnership and which is required to be allocated to Partners for income tax purposes under Section ~~6.1(d)(i)), except~~ 704 of the Code so as ~~provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share~~ to take into account the variation between the tax basis of ~~Partner Nonrecourse Debt Minimum Gain~~ this property and its value at the ~~beginning~~ time of ~~such taxable period~~ its contribution, shall be allocated ~~items of Partnership~~ to the Partners for income ~~and gain for such period (and, if necessary, subsequent periods)~~ tax purposes in the manner required by Section 704 of the Code and ~~amounts provided in Treasury Regulation Sections 1.704-2(i)(4~~the corresponding Regulations. If and when the capital accounts of Partners are required to be adjusted pursuant to Section 1.704(b)(2)(iv)(f) or (g) of the Regulations with respect to a revaluation of any Partnership asset, subsequent allocations of income, gain, loss, and ~~1.704-2(j)(2)(ii)~~deduction, or including without limitation depreciation and deductions for cost recovery with respect to this asset, shall take into account any ~~successor provisions. For purposes~~ variation between the then existing adjusted basis of this asset for federal income tax LIMITED PARTNERSHIP AGREEMENT OF FRIENDS OF FALLS ROAD, L.P. — Page 11 purposes and the value as adjusted of this asset, as this computation may be required under Section ~~6.1(d), each Partner’s Adjusted Capital Account balance~~ 704(b) of the Code and the principles of Section 704(b) of the Code. (f) Nonrecourse losses shall be ~~determined~~allocated one hundredth of one percent (0.01%) to the General Partner and ninety-nine and ninety-nine hundredths percent (99.99%) to the Limited Partners. (g) Since the allocations described in this Section 7.05 may effect results not consistent with the manner in which the Partners intend to divide Partnership distributions, the General Partner is authorized to divide other allocations of net profits, net losses, and other items among the ~~allocation~~ Partners so as to prevent the special allocations from distorting the manner in which distributions would be divided among the Partners under Article 8 of ~~income or gain required hereunder shall be effected, prior to~~ this Agreement except for the application of ~~any other~~ the special allocations ~~pursuant to~~ under this Section ~~6.1(d)~~7.05. The General Partner shall have discretion to accomplish this result in any reasonable manner that is consistent with Section 704 of the Code and the corresponding Regulations. The Partners, ~~other than~~ by unanimous written consent of the Partners, may agree to make any election permitted by the Regulations under Section ~~6.1(d)(i) and other than an~~ 704 of the Code that may reduce or eliminate any special allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall that would otherwise be ~~interpreted consistently therewith~~required.

Appears in 1 contract

Sources: Limited Partnership Agreement (Belo Corp)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(d)(v) and ~~Section 6.1(d)(vii~~6.1(d)(vi)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(d)(v) and ~~Section 6.1(d)(vii~~6.1(d)(vi), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to ~~Section~~ Sections 6.1(d)(vi) and ~~Section~~ 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder NYC:103990_15.DOC shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to ~~Section~~ Sections 6.1(d)(vi) and ~~Section~~ 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Teekay LNG Partners L.P.)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: ~~(i)~~ 4.4.1. In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain ~~Chargeback. Notwithstanding~~ or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this ~~Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~Article 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2. Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3. In the event that a Partner has a deficit Capital Account balance at the end of any fiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such ~~period (and, if necessary, subsequent periods~~fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)~~amount of such excess as quickly as possible; provided, ~~1.704-2(g)(2) and 1.704-2(j)(2)(i)~~however, or that any ~~successor provision. For purposes of~~ allocation under this Section ~~6.1(d), each Partner’s Adjusted~~ 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4. Partner Nonrecourse Deductions shall be ~~determined, and~~ specially allocated to the ~~allocation~~ Partners in the manner in which they share the economic risk of ~~income or gain required hereunder~~ loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5. Each Nonrecourse Deduction of the Partnership shall be ~~effected, prior~~ specially allocated to the ~~application~~ Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6. The amounts of any ~~other allocations~~ Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and 4.4 shall be ~~interpreted consistently therewith~~determined by applying rules analogous to those set forth in Section 1.1.74 as modified by Sections 1.1.74.1 through 1.1.74.5. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Brookfield Business Partners L.P.)

Special Allocations. ~~Notwithstanding~~ (a) The Company shall make the qualified income offset allocation required by the alternate test for economic effect under ss.1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (b) In the event any ~~other provision~~ Member has a deficit Capital Account at the end of any Fiscal Year that is in excess of the sum of (i) the amount such Member is obligated to restore to the Company pursuant to ss.1.704-1(b)(2)(ii)(c) of the Treasury Regulations, (ii) the amount such Member is deemed to be obligated to restore pursuant to the next to the last sentence of ss.1.704-2(g)(1) of the Treasury Regulations and (iii) the amount such Member is deemed to be obligated to restore pursuant to the next to the last sentence of ss.704-2(i)(5) of the Treasury Regulations, such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section ~~6.1, the following special allocations~~ 8.2(ii) shall be made ~~for each taxable period:~~if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided in this Article 8 have been tentatively made as if Section 8.2(a) and this Section 8.2(b) were not in the Agreement. (ic) ~~Partnership~~ The Company shall make all (1) Member Nonrecourse Deduction Allocations; (2) Member Minimum Gain ~~Chargeback~~Chargeback Allocations; and (3) Company Minimum Gain Chargeback Allocations. (d) The Company shall make all Nonrecourse Deduction Allocations to the Members in proportion to their Percentage Interests. (e) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code ss.734(b) or Code ss.743(b) is required, pursuant to ss.1.704-1(b)(2)(iv)(m) of the Treasury 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 such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations. (f) The allocations set forth in this Section 8.2 (collectively the "Regulatory Allocations") are intended to comply with certain requirements of ss.1.704-1 and -2 of the Treasury Regulations. Notwithstanding any other ~~provision~~ provisions of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period Article 8 (other than ~~an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii~~the Regulatory Allocations)~~). This Section 6.1(d)(i) is intended to comply~~ , the Management Committee shall, with the ~~Partnership Minimum Gain chargeback requirement~~ advice and assistance of the Company's tax accountants, take the Regulatory Allocations into account in ~~Treasury Regulation Section 1.704-2(f~~allocating other Profits, Losses, and items of income, gain, loss, deduction and Code ss.705(a)(2)(B) expenditures among the Members so that, to the extent possible, the net amount of such allocations of other Profits, Losses, and other items and the Regulatory Allocations to each Member shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior equal to the ~~application of any other allocations pursuant~~ net amount that would have been allocated to ~~this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to~~ each such ~~taxable period. This Section 6.1(d)(ii) is intended to comply with~~ Member if the ~~chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith~~Regulatory Allocations had not occurred.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Divot Golf Corp)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(c) with respect to such taxable period (other than an allocation pursuant to Section ~~6.1(d)(vi~~6.1(c)(vi) and Section ~~6.1(d)(vii~~6.1(c)(vii)). This Section ~~6.1(d)(i~~6.1(c)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i~~6.1(c)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~6.1(c), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(c), other than Section ~~6.1(d)(i~~6.1(c)(i) and other than an allocation pursuant to Section ~~6.1(d)(vi~~6.1(c)(vi) and Section ~~6.1(d)(vii~~6.1(c)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~6.1(c)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Hi-Crush Partners LP)

Special Allocations. Notwithstanding any other provision of this Section ~~6.1~~‎6.1, the following special allocations shall be made for ~~each~~ such taxable period: : (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section ~~6.1~~‎6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~‎6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~‎6.1(d) with respect to such taxable period (other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections ‎6.1(d)(vi) and ~~Section 6.1(d)(vii~~‎6.1(d)(vii)). This Section ~~6.1(d)(i~~‎6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. . 42 (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section ~~6.1~~ ‎6.1 (other than Section ~~6.1(d)(i~~‎6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and ~~1.704-~~1.704- 2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~‎6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~‎6.1(d), other than Section ~~6.1(d)(i~~‎6.1(d)(i) and other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections ‎6.1(d)(v) and ~~Section 6.1(d)(vii~~‎6.1(d)(vi), with respect to such taxable period. This Section ~~6.1(d)(ii~~‎6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) [Intentionally Deleted] (iv) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation 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 Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section ‎6.1(d)(i) or ‎6.1(d)(ii).

Appears in 1 contract

Sources: Limited Partnership Agreement

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any HI-CRUSH PARTNERS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Hi-Crush Partners LP)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ Any “nonrecourse deductions” shall be allocated among the Members in accordance with their Percentage Interests. (b) For purposes of determining the Members’ respective shares of “excess nonrecourse liabilities” of the Company under Treasury Regulations Section 1.752-3, each Member’s “percentage interest in partnership profits” shall be equal to such Member’s Percentage Interest, except to the extent that the TMP, in consultation with the Company’s regular accountants, determines that a different (permissible) allocation is necessary to prevent any Member from recognizing taxable gain under Sections 752 and 731 of the Code. (c) Except as otherwise provided in Section 1.704-2(f) of the Regulations, notwithstanding any other provision of this ~~Section 6.1~~Article 10, if there is a net decrease in ~~Partnership Minimum Gain~~ “partnership minimum gain” during any ~~Partnership~~ Company taxable ~~period~~year, each ~~Partner~~ Member shall be specially allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ taxable year (and, if necessary, subsequent ~~periods~~years) in an amount equal to such Member’s share of the ~~manner and~~ net decrease in “partnership minimum gain,” determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts ~~provided~~ required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in ~~Treasury Regulation~~ accordance with Sections 1.704-2(f)(6~~), 1.704-2(g)(2~~) and 1.704-~~2(j)(2)(i), or any successor provision. For purposes~~ 2(j)(2) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Regulations. This Section ~~6.1(d)(i~~10.6(c) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in ~~Treasury Regulation~~ Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith. (iid) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this Article 10, if there is a net decrease in ~~Partner Nonrecourse Debt Minimum Gain~~ “partner nonrecourse debt minimum gain” attributable to a “partner nonrecourse debt” during any ~~Partnership~~ Company taxable ~~period~~year, ~~any Partner with~~ each Member who has a share of ~~Partner Nonrecourse Debt Minimum Gain at~~ the ~~beginning~~ “partner nonrecourse debt minimum gain” attributable to such “partner nonrecourse debt,” determined in accordance with Section 1.704-2(i)(5) of ~~such taxable period~~ the Regulations, shall be specially allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to such Member’s share of the ~~manner and~~ net decrease in “partner nonrecourse debt minimum gain” attributable to such “partner nonrecourse debt,” determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts ~~provided~~ required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in ~~Treasury Regulation~~ accordance with Sections 1.704-2(i)(4) and 1.704-~~2(j)(2)(ii), or any successor provisions. For purposes~~ 2(j)(2) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable periodRegulations. This Section ~~6.1(d)(ii~~10.6(d) is intended to comply with the minimum gain chargeback ~~of items of income and gain~~ requirement in ~~Treasury Regulation~~ Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. (e) Any “partner nonrecourse deductions” for any taxable year shall be specially allocated to the Member who bears the economic risk of loss with respect to the ‘partner nonrecourse debt” to which such “partner nonrecourse deductions” are attributable in accordance with Regulations Section 1.704-2(i)(1). (f) The allocation contained in this Section 10.6(f) is intended to be a “qualified income offset” as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent with such regulation. After giving effect to the other allocations set forth in this Section 10.6, items of gross income and gain shall be allocated to each Member in an amount and manner sufficient to eliminate, as quickly as possible, any deficit in such Member’s Adjusted Augmented Capital Account to the extent that such deficit is created or increased by any unexpected adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4)-(6).

Appears in 1 contract

Sources: Operating Agreement (Bluerock Enhanced Multifamily Trust, Inc.)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(b) with respect to such taxable period (other than an allocation pursuant to Section ~~6.1(d)(vi~~6.1(b)(vi) and Section ~~6.1(d)(vii~~6.1(b)(vii)). This Section ~~6.1(d)(i~~6.1(b)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.. NORTHERN TIER ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i~~6.1(b)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~6.1(b), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(b), other than Section ~~6.1(d)(i~~6.1(b)(i) and other than an allocation pursuant to Section ~~6.1(d)(vi~~6.1(b)(vi) and Section ~~6.1(d)(vii~~6.1(b)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~6.1(b)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Northern Tier Energy LP)

Special Allocations. ~~Notwithstanding~~ 3.4.1. In the event the Limited Partners unexpectedly receive any ~~other provision~~ 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 Partnership income and gain shall be specially allocated to the Limited Partners in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the negative capital account created by such adjustments, allocations or distributions as quickly as possible. For purposes of the preceding sentence, Partners’ Capital Accounts shall be reduced for the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6). The provisions of this Section ~~6.1~~3.4.1 are intended to comply with the requirements of Treasury Regulation Section 1.704-1(b), ~~the following special allocations~~ including any amendments or successor regulations thereto, and shall be ~~made for each taxable period:~~so interpreted. ~~(i) Partnership Minimum Gain Chargeback~~3.4.2. ~~Notwithstanding any other provision of this Section 6.1, if~~ If there is a net decrease in Partnership ~~Minimum Gain~~ minimum gain as defined in Regulation Section 1.704-2(d) during ~~any~~ a Partnership taxable ~~period~~year, then each Partner ~~shall~~ must be allocated items of ~~Partnership~~ income and gain for each year in an amount equal to such ~~period (and, if necessary, subsequent periods)~~ Partner’s share of the net decrease in ~~the manner and amounts provided in Treasury~~ Partnership minimum gain as computed under Regulation ~~Sections 1.704-2(f)(6), 1.704~~Section 1 .704-2(g)(2~~) and 1.704-2(j)(2)(i~~)~~, or any successor provision~~. ~~For purposes~~ The provisions of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is 3.4.2 are intended to comply with the ~~Partnership Minimum Gain chargeback requirement in Treasury~~ requirements of Regulation Section 1.704-~~2(f)~~ 2, including any amendments or successor regulations thereto, and shall be ~~interpreted consistently therewith~~so interpreted. 3.4.3. Notwithstanding any provision of this Article to the contrary, to the extent allocations of loss or deductions to a Limited Partner would cause such Limited Partner to have a negative Capital Account balance, or increase the negative balance in a Limited Partner’s Capital Account, such loss or deduction shall be allocated among those Limited Partners with positive Capital Account balances to the extent thereof and in proportion thereto, with any remaining loss or deduction being allocated to the General Partner. For the purposes of this Section 3.4.3 distributions made prior to or contemporaneous with any allocation to a Limited Partner shall be reflected in such Partner’s Capital Account prior to making such allocation to such Partner, and a Partner’s Capital Account shall be credited to the extent (i) such Partner is unconditionally obligated to make additional contributions to the Partnership; (ii) ~~Chargeback of~~ such Partner ~~Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1~~ is unconditionally obligated to fund a deficit in his Capital Account upon liquidation; and (~~other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there~~ iii) such Partner is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall deemed to be ~~allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury~~ obligated to restore his Capital Account balance pursuant to Regulation Sections 1.704-~~2(i)(4~~2(s)(1) and 1.704-~~2(j)(2)(ii~~2(i)(5)~~, or any successor provisions~~. 3.4.4. ~~For purposes of this Section 6.1(d), each~~ In no event shall the General Partner’s ~~Adjusted Capital Account balance shall~~ interest in each item of income, gain, loss, deduction or credit be ~~determined, and~~ less than one percent (1%) of each such item at all times during the ~~allocation~~ existence of ~~income or gain required hereunder shall be effected, prior to~~ the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithPartnership.

Appears in 1 contract

Sources: Partnership Agreement (PHC Hospitals, LLC)

Special Allocations. Notwithstanding ~~any other provision of this~~ Section ~~6.1~~6.3, the following special allocations shall be made for ~~each taxable period:~~such Allocation Year or portion thereof. (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ If any ~~other provision~~ Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible; provided, that an allocation pursuant to this Section ~~6.1,~~ 6.4(a) will be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VI have been tentatively made as if this Section 6.4(a) were not in this Agreement. It is intended that this Section 6.4(a) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (b) If there is a net decrease in ~~Partnership~~ Company Minimum Gain during any ~~Partnership taxable period~~Allocation Year, each ~~Partner~~ Member shall be allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ Allocation Year (and, if necessary, subsequent ~~periods~~Allocation Years) in the manner and amounts provided in Treasury ~~Regulation~~ Regulations Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section ~~6.1(d)(i~~6.4(b) is intended to comply with the ~~Partnership~~ Company Minimum Gain chargeback requirement in Treasury ~~Regulation~~ Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iic) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as provided in Treasury ~~Regulation~~ Regulations Section 1.704-2(i)(4), if there is a net decrease in ~~Partner~~ Member Nonrecourse Debt Minimum ~~Gain~~ Gain, in accordance with Treasury Regulations Section 1.704-2(i)(5), during any ~~Partnership taxable period~~Allocation Year, any ~~Partner~~ Member with a share of ~~Partner~~ Member Nonrecourse Debt Minimum Gain at the beginning of such ~~taxable period~~ Allocation Year shall be allocated items of ~~Partnership~~ Company income and gain for such ~~period~~ Allocation Year (and, if necessary, subsequent ~~periods~~Allocation Years) in the manner and amounts provided in Treasury ~~Regulation~~ Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~6.4(c) is intended to comply with the chargeback of items of income and gain requirement in Treasury ~~Regulation~~ Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (d) If any Member has a deficit balance in its Capital Account at the end of any Allocation Year in excess of the sum of (i) the amount such Member is required to restore pursuant to the provisions of this Agreement and (ii) the amount such Member is deemed obligated to restore pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided that, an allocation pursuant to this Section 6.4(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VI have been tentatively made as if this Section 6.4(d) were not in this Agreement. (e) Nonrecourse Deductions for any Allocation Year shall be allocated to the Members in accordance with each Member’s Percentage Interests. (f) Member Nonrecourse Deductions for any Allocation Year shall be allocated one hundred percent (100%) to the Member that bears the economic risk of loss (within the meaning of Treasury Regulations Section 1.752-2) with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss with respect to a Member Nonrecourse Debt, such Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such economic risk of loss. (g) For purposes of Treasury Regulations Section 1.752-3(a)(3), the Members agree that Nonrecourse Liabilities of the Company shall be allocated to the Members in accordance with each Member’s Percentage Interests. (h) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), 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 item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Treasury Regulations. (i) Notwithstanding any other provision of this Section 6.4, the allocations set forth in Section 6.4(a), (b), (c), (d), (e), (f), and (h) (the “Required Allocations”) shall be taken into account so that, to the extent possible, the net amount of items of gross income, gain, loss and deduction allocated to each Member pursuant to Section 6.3 and Section 6.4, together, shall be equal to the net amount of such items that would have been allocated to each such Member under Section 6.3 and Section 6.4 had the Required Allocations not otherwise been provided in this Agreement. The Company may take into account future Required Allocations that, although not yet made, are likely to offset other Required Allocations previously made. (j) The allocations in Section 6.3, this Section 6.4, and Section 6.5, and the provisions of this Agreement relating to the maintenance of Capital Accounts, are included to ensure compliance with requirements of the federal income tax Law (and any applicable state income tax Laws). Such provisions are intended to comply with Treasury Regulations Sections 1.704-1 and 1.704-2 and shall be interpreted and applied in a manner consistent with such Treasury Regulations. The Members shall cause appropriate modifications to be made if unanticipated events might otherwise cause this Agreement not to comply with such Treasury Regulations, so long as such modifications do not cause a material change in the relative economic benefit of the Members under this Agreement.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Voyager Technologies, Inc./De)

Special Allocations. ~~Notwithstanding any other provision~~ For purposes of the following provisions of this Section ~~6.1~~3.2, the ~~following special allocations shall~~ Clorox Partners will be ~~made for each taxable period~~regarded as a single JV Partner with a single Capital Account. Notwithstanding anything contained herein to the contrary: (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ If a JV Partner would at any ~~other provision of~~ time receive, but for this Section ~~6.1~~3.2(a), an allocation of deduction, loss, or expenditure that would cause or increase a deficit balance in such JV Partner's Capital Account in excess of any amount of such deficit balance that the JV Partner is obligated to restore or deemed obligated to restore (as determined in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(c)), then the portion of such allocation that would cause or increase such deficit Capital Account balance will be specially allocated to the other JV Partners, if any, with positive Capital Account balances in proportion to such balances. The loss limitation under this Section 3.2(a) is intended to comply with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), including the reductions described in subparagraphs (4), (5) and (6) therein. (b) If in any Fiscal Year a JV Partner receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Joint Venture income and gain will be specially allocated to each such JV Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such JV Partner as quickly as possible provided that an allocation pursuant to this Section 3.2(b) will be made only if and to the extent that such JV Partner would have a Capital Account deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.2(b) were not in the Agreement. This Section 3.2(b) is intended to qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (c) If there is a net decrease in ~~Partnership Minimum Gain~~ minimum gain attributed to the Joint Venture or JV Partner nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulation Sections 1.704-2(d) and 1.704-2(i)) during any ~~Partnership~~ Joint Venture taxable ~~period~~year, ~~each Partner shall~~ the JV Partners will be allocated items of ~~Partnership~~ income and gain attributed to the Joint Venture for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated will be determined in accordance with Treasury Regulation Section 1.704-2(f). This Section 3.2(c) is intended to comply with the ~~manner~~ minimum gain chargeback requirements in such Treasury Regulations and ~~amounts~~ will be interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury Regulation Sections 1.704-~~2(f)(6), 1.704-2(g)(2~~2(f) and 1.704-~~2(j)(2)(i~~2(i)(4)~~, or any successor provision. For purposes~~ . (d) The allocation provisions set forth in this Article III and the other provisions of this ~~Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior~~ Agreement relating to the ~~application~~ maintenance of ~~any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is~~ Capital Accounts are intended to comply with ~~the Partnership Minimum Gain chargeback requirement in~~ Treasury Regulation Section 1.704-~~2(f~~1(b) and ~~shall~~ will be interpreted ~~consistently therewith~~and applied in a manner consistent with such Regulations; provided however that such provisions will not affect the economic rights of any JV Partner, including rights to distributions with respect to the Joint Venture. (e) Any special allocations of items of income, gain, loss or deductions pursuant to Sections 3.2(a), (b) and (c) will be taken into account in computing subsequent allocations pursuant to Section 3.1 and this Section 3.2, so that the net amount of any items so allocated will, to the extent possible, be equal to the net amount that would have been allocated to each such JV Partner pursuant to the provisions of this Article III if such special allocations had not occurred. (f) In the event that any fees, interest, or other amounts paid to any JV Partner or any Affiliate thereof pursuant to this Agreement or any other agreement attributed to the Joint Venture with any JV Partner or Affiliate thereof providing for the payment of such amount, and deducted by the Joint Venture in reliance on Section 707(a) and/or 707(c) of the Code, are disallowed as deductions to the Joint Venture on its federal income tax return and are treated as Joint Venture distributions, then: (i) the Net Profits or Net Loss, as the case may be, for the Fiscal Year in which such fees, interest, or other amounts were paid will be increased or decreased, as the case may be, by the amount of such fees, interest, or other amounts that are treated as Joint Venture distributions; and (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall will be allocated ~~items of Partnership income and gain for~~ to the JV Partner to which (or to whose Affiliate) such ~~period (and~~fees, ~~if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii)~~interest, or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effectedother amounts were paid, prior to the ~~application of any other~~ allocations pursuant to ~~this~~ Section ~~6.1(d)~~3.1, an amount of gross income for the Fiscal Year equal to the amount of such fees, interest, or other ~~than Section 6.1(d)(i~~amounts that are treated as Joint Venture distributions. (g) Prior to the allocation of Net Profits and ~~other than an allocation~~ Net Losses pursuant to Section ~~6.1(d)(vi~~3.1, the following allocations shall be made for each Fiscal Year: (i) The holder of the Class A Interest will be specially allocated royalty THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount of royalty payments [* * *] to the aggregate amounts distributable to the holder of the Class A Interest under Section 3.5(b)(i) hereof (without regard to distributions treated as guaranteed payments under such Section) in each Fiscal Quarter in such Fiscal Year. Royalty income allocated to the Class A Interest hereunder will be allocated among the various sources of such royalty income in the same manner as withholding taxes are calculated under the definition of “Deemed Withholding Taxes”. The holder of the Class A Interest will also be specially allocated income for such Fiscal Year in an [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated all income attributable to Glad License Termination Amounts paid for such Fiscal Year; (ii) After the allocations pursuant to Section 3.2(g)(i) are made, the holder of the Class B Interest will be specially allocated royalty income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount [* * *] royalty payments received under the Glad License Agreements for such Fiscal Year, [* * *] the amount of royalty income allocated to the Class A Interest under Section 3.2(g)(i) for such Fiscal Year. The holder of the Class B Interest will also be specially allocated income for such Fiscal Year [* * *] IP Acquisition Prices with respect to IP Acquisitions, if any, for such Fiscal Year in excess of the aggregate IP Allocation Amounts included in the calculation of the Class A Special Amount and the Class C Special Amount for each Fiscal Quarter in such Fiscal Year; (iii) The holder of the Class C Interest will be specially allocated royalty income attributable to royalty payments made under the JV Sublicense Agreements in such Fiscal Year in an amount of royalty payments [* * *] royalty payments received under the JV Sublicense Agreements for such Fiscal Year. The holder of the Class C Interest will also be specially allocated income for such Fiscal Year in an amount [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated [* * *] attributable to JV Sublicense Termination Amounts paid for such Fiscal Year; (iv) The Clorox Partners will be specially allocated all deductions arising from the payment of guaranteed payments pursuant to Section 3.5(a) and Section ~~6.1(d)(vii), with respect to~~ 3.5(b) hereof in such ~~taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4)~~ Fiscal Year and shall be ~~interpreted consistently therewith~~specially allocated [* * *] attributable to Prohibited License Amounts received on behalf of the Joint Venture in such Fiscal Year; and (v) Each JV Partner will be specially allocated all deductions arising from the amortization of organizational expenses (within the meaning of Section 709(b) of the Code) incurred by such JV Partner on behalf of the Joint Venture.

Appears in 1 contract

Sources: Joint Venture Agreement (Clorox Co /De/)

Special Allocations. Notwithstanding any other provision of in this ~~Section 6.1, the following special allocations shall be made for each taxable period:~~ Article V: (ia) ~~Partnership~~ Minimum Gain Chargeback. ~~Notwithstanding any other provision of this Section 6.1, if~~ If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable ~~period~~year, ~~each Partner~~ the Partners shall be specially allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in ~~the manner and amounts provided in~~ an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury ~~Regulation~~ Regulations Sections ~~1.704-2(f)(6), 1.704-2(g)(2~~1.704- 2(g) and 1.704-~~2(j)(2)(i~~2(i)(5)~~, or any successor provision~~. ~~For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance~~ The items to be so allocated shall be ~~determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this~~ determined in accordance with Treasury Regulations Section ~~6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~1.704-2(f). This Section ~~6.1(d)(i~~5.05 (a) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback ~~requirement~~ requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury ~~Regulation Section~~ Regulations Sections 1.704-2(f) and 1.704-2(i)(4). -31- (b) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Brookfield Oaktree Holdings, LLC)

Special Allocations. Notwithstanding any ~~other provision~~ provisions of paragraph 1 of this ~~Section 6.1~~Appendix II, the following special allocations shall be ~~made for each taxable period:~~made. (ia) ~~Partnership~~ Minimum Gain ~~Chargeback~~Chargeback (Nonrecourse Liabilities). ~~Notwithstanding any other provision~~ Except as otherwise provided in Section 1.704-2(f) of ~~this Section 6.1~~the Regulations, if there is a net decrease in Partnership Minimum Gain ~~during~~ for any Partnership ~~taxable period~~fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to such Partner's share of the ~~manner and amounts provided~~ net decrease in ~~Treasury Regulation~~ Partnership Minimum Gain to the extent required by Regulations Section 1.704-2(f). The items to be so allocated shall be determined in accordance with Sections 1.704-~~2(f)(6), 1.704-2(g)(2~~2(f) and ~~1.704-2(j)(2)(i), or any successor provision. For purposes~~ (j)(2) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))Regulations. This ~~Section 6.1(d)(i~~subparagraph 2 (a) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in ~~Treasury Regulation Section 1.704-2(f)~~ said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto. (iib) ~~Chargeback of~~ Partner ~~Nonrecourse Debt~~ Minimum ~~Gain~~Gain Chargeback. ~~Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Section 1.704-2(i)(4)) of the Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt ~~Minimum Gain~~ during any ~~Partnership taxable period~~fiscal year, ~~any~~ each Partner ~~with~~ who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse ~~Debt Minimum Gain at~~ Debt, determined in accordance with Section 1.704- 2(i)(5) of the ~~beginning of such taxable period~~ Regulations, shall be specially allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to that Partner's share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the manner ~~and amounts provided~~ required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in ~~Treasury Regulation~~ accordance with Sections 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii), or any successor provisions. For purposes~~ (j)(2) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable periodRegulations. This ~~Section 6.1(d)(ii~~subparagraph 2 (b) is intended to comply with the minimum gain chargeback ~~of items of income and gain~~ requirement with respect to Partner Nonrecourse Debt contained in ~~Treasury Regulation~~ said Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Appears in 1 contract

Sources: Limited Partnership Agreement (Mission West Properties Inc)

Special Allocations. ~~Notwithstanding~~ 3.4.1. In the event the Limited Partners unexpectedly receive any ~~other provision~~ 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 Partnership income and gain shall be specially allocated to the Limited Partners in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the negative capital account created by such adjustments, allocations or distributions as quickly as possible. For purposes of the preceding sentence, Partners' Capital Accounts shall be reduced for the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6). The provisions of this Section ~~6.1~~3.4.1 are intended to comply with the requirements of Treasury Regulation Section 1.704-1(b), ~~the following special allocations~~ including any amendments or successor regulations thereto, and shall be ~~made for each taxable period:~~so interpreted. ~~(i) Partnership Minimum Gain Chargeback~~3.4.2. ~~Notwithstanding any other provision of this Section 6.1, if~~ If there is a net decrease in Partnership ~~Minimum Gain~~ minimum gain as defined in Regulation Section 1.704-2(d) during ~~any~~ a Partnership taxable ~~period~~year, then each Partner ~~shall~~ must be allocated items of ~~Partnership~~ income and gain for such ~~period (and, if necessary, subsequent periods)~~ year in an amount equal to such Partner's share of the ~~manner and amounts provided~~ net decrease in ~~Treasury~~ Partnership minimum gain as computed under Regulation ~~Sections 1.704-2(f)(6),~~ Section 1.704-2(g)(2~~) and 1.704-2(j)(2)(i~~)~~, or any successor provision~~. ~~For purposes~~ The provisions of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is 3.4.2 are intended to comply with the ~~Partnership Minimum Gain chargeback requirement in Treasury~~ requirements of Regulation Section 1.704-~~2(f)~~ 2, including any amendments or successor regulations thereto, and shall be ~~interpreted consistently therewith~~so interpreted. 3.4.3. Notwithstanding any provision of this Article III to the contrary, to the extent allocations of loss or deductions to a Limited Partner would cause such Limited Partner to have a negative Capital Account balance, or increase the negative balance in a Limited Partner's Capital Account, such loss or deduction shall be allocated among those Limited Partners with positive Capital Account balances to the extent thereof and in proportion thereto, with any remaining loss or deduction being allocated to the General Partner. For the purposes of this Section 3.4.3, distributions made prior to or contemporaneous with any allocation to a Limited Partner shall be reflected in such Partner's Capital Account prior to making such allocation to such Partner, and a Partner's Capital Account shall be credited to the extent (i) such Partner is unconditionally obligated to make additional contributions to the Partnership; (ii) ~~Chargeback of~~ such Partner ~~Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1~~ is unconditionally obligated to fund a deficit in his Capital Account upon liquidation; and (~~other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there~~ iii) such Partner is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall deemed to be ~~allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury~~ obligated to restore his Capital Account balance pursuant to Regulation Sections 1.704-~~2(i)(4~~2(s)(1) and 1.704-~~2(j)(2)(ii~~2(i)(5). 3.4.4. In no event shall the General Partner's interest in each item of income, gain, loss, deduction or ~~any successor provisions. For purposes~~ credit be less than 1% of ~~this Section 6.1(d),~~ each ~~Partner’s Adjusted Capital Account balance shall be determined, and~~ such item at all times during the ~~allocation~~ existence of ~~income or gain required hereunder shall be effected, prior to~~ the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewithPartnership.

Appears in 1 contract

Sources: Limited Partnership Agreement (Province Healthcare Co)

Special Allocations. ~~Notwithstanding~~ The following special allocations shall, except as otherwise provided, be made in the following order: (i) Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this Section ~~6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~15, if there is a net decrease in ~~Partnership Minimum Gain~~ partnership minimum gain or partner nonrecourse debt minimum gain (within the meaning of Treasury Regulations Section 1.704-2) during any ~~Partnership~~ taxable period, ~~each Partner shall be allocated~~ items of ~~Partnership~~ income and gain for such taxable period (and, if necessary, subsequent taxable periods) shall be allocated among the Members in ~~the manner and amounts provided in~~ accordance with Treasury ~~Regulation Sections~~ Regulations Section 1.704-~~2(f)(6~~2(d), 1.704-~~2(g)(2~~2(f), 1.704-2(g) and 1.704-~~2(j)(2)(i~~2(i)~~, or any successor provision~~. ~~For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall~~ The items to be ~~determined~~so allocated, and the ~~allocation of income or gain required hereunder~~ order in which such items must be allocated, shall be ~~effected, prior to the application of any other allocations pursuant to this~~ determined in accordance with Treasury Regulations Section ~~6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~1.704-2(j)(2). This Section ~~6.1(d)(i~~15(c)(i) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback ~~requirement~~ requirements set forth in Treasury ~~Regulation~~ Regulations Section 1.704-~~2(f)~~ 2 and shall be interpreted consistently therewith. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i))~~If any Member unexpectedly receives an adjustment, ~~except as provided~~ allocation, or distribution described in Treasury ~~Regulation~~ Regulations Section 1.704-~~2(i)(4~~1(b)(2)(ii)(d)(4), ~~if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period~~(5) or (6), ~~any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated~~ then items of ~~Partnership~~ income and gain ~~for~~ shall be specifically allocated to such ~~period (and, if necessary, subsequent periods)~~ Member in accordance with the ~~manner and amounts provided in~~ requirements of Treasury ~~Regulation Sections~~ Regulations Section 1.704-~~2(i)(4) and 1.704-2(j)(2)(ii~~1(b)(2)(ii)(d), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~15(c)(ii) is intended to comply with the ~~chargeback~~ “qualified income offset” provision of ~~items of income and gain requirement in Treasury~~ the Regulation ~~Section 1.704-2(i)(4)~~ last cited and shall be interpreted consistently therewith. (iii) Nonrecourse deductions (within the meaning of Treasury Regulations Section 1.704-2(b)(1)) for any fiscal year or other period shall be allocated among the Members under Treasury Regulations Section 1.704-2(e) in accordance with the Members’ respective Units. (iv) Any partner nonrecourse deduction (within the meaning of Treasury Regulations Section 1.704-2(i)) for any period shall be allocated to the Member that potentially bears an economic risk of loss with respect to the partner nonrecourse debt (within the meaning of Treasury Regulations Section 1.704-2(b)(4)) to which such partner nonrecourse deductions are attributable, all in accordance with the principles of Treasury Regulations Section 1.704-2(i)(1) and (2).

Appears in 1 contract

Sources: Operating Agreement (EvolveX Equity Fund LLC)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ Except as otherwise provided in Regulations Section 1.704-2(f), and notwithstanding any other provision of this ~~Section 6.1~~Article VIII, if there is a net decrease in Partnership Minimum Gain during any ~~Partnership taxable period~~Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to such Partner's share of the ~~manner and amounts provided~~ net decrease in ~~Treasury Regulation~~ Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6~~), 1.704-2(g)(2~~) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This Section ~~6.1(d)(i~~8.6(a) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in ~~Treasury Regulation~~ Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iib) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Regulations Section 1.704-2(i)(4), and notwithstanding any other provision of this Article VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership ~~taxable period~~Fiscal Year, ~~any~~ each Partner ~~with~~ who has a share of the Partner Nonrecourse Debt Minimum Gain ~~at the beginning of~~ attributable to such ~~taxable period~~ Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to such Partner's share of the ~~manner and amounts provided~~ net decrease in ~~Treasury Regulation~~ Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-~~2(j)(2)(ii~~2(i)(2), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~8.6(b) is intended to comply with the minimum gain chargeback ~~of items of income and gain~~ requirement in ~~Treasury Regulation~~ Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in 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 Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 8.6(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made, as if this Section 8.6(c) were not in this Agreement. (d) In the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership Fiscal Year, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.6(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account after all other allocations provided for in this Article VIII have been made as if Section 8.6(c) hereof and this Section 8.6(d) were not in this Agreement. (e) Partnership Nonrecourse Deductions for any Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests. (f) Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i)(1). (g) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) is required, pursuant to 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 Partner in complete liquidation of its interest in the Partnership, 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 specifically allocated to the Partner to whom such distribution was made.

Appears in 1 contract

Sources: Limited Partnership Agreement (Hines Real Estate Investment Trust Inc)

Special Allocations. Notwithstanding any other provision of this Section ~~6.1~~5.2, the following special allocations shall be made for each Fiscal Year or other taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section ~~6.1~~5.2, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in U.S. Treasury ~~Regulation~~ Regulations Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~5.2(b)(i), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~5.2(b) with respect to such taxable period (other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 5.2(b)(iii) and ~~Section 6.1(d)(vii~~(iv)). This Section ~~6.1(d)(i~~5.2(b)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in U.S. Treasury ~~Regulation~~ Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section ~~6.1~~ 5.2 (other than Section ~~6.1(d)(i~~5.2(b)(i)), except as provided in U.S. Treasury ~~Regulation~~ Regulations Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in U.S. Treasury ~~Regulation~~ Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~5.2(b)(ii), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~5.2(b), other than Section ~~6.1(d)(i~~5.2(b)(i) and other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 5.2(b)(v) and ~~Section 6.1(d)(vii~~(vi), with respect to such taxable period. This Section ~~6.1(d)(ii~~5.2(b)(ii) is intended to comply with the chargeback of items of income and gain requirement in U.S. Treasury ~~Regulation~~ Regulations Section 1.704-~~2(i)(4~~2(i) (4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Exempted Limited Partnership Agreement

Special Allocations. (a) Notwithstanding any other provision of this Agreement, "partner nonrecourse deductions" (as defined in Regulations Section ~~6.1~~1.704-2(i)), if any, of the ~~following special allocations~~ LLC shall be ~~made for each taxable period:~~allocated to the Member who bears the economic risk of loss with respect to the debt to which such deductions are attributable in accordance with Regulations Section 1.704-2(i), and "nonrecourse deductions" (as defined in Regulations Section 1.704-2(b)(1)) of the LLC shall be allocated to the Members in accordance with their Percentage Interests and "excess nonrecourse liabilities" (as defined in Regulations Section 1.752-3(a)), if any, of the LLC shall be allocated to the Members in accordance with their respective Percentage Interests. (ib) ~~Partnership Minimum Gain Chargeback~~This Agreement shall be deemed to include "qualified income offset," "minimum gain chargeback" and "partner nonrecourse debt minimum gain chargeback" provisions within the meaning of the Regulations under Section 704(b) of the Code. ~~Notwithstanding~~ Accordingly, notwithstanding any other provision of this ~~Section 6.1~~Agreement, ~~if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~items of income, ~~each Partner~~ gain, loss, and deduction shall be allocated to the Members to the extent and in the manner required by such provisions. (c) To the extent that Net Loss or items of ~~Partnership~~ loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year, or other period, to which such Net Loss, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such ~~period~~ taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with Section 6.02 as if such Member were not a Member. (d) Subject to the provisions of Section 6.07, any allocations required to be made pursuant to Section 6.03(a), Section 6.03(b) and Section 6.03(c) (the "Regulatory Allocations") (other than allocations, the effect of which are likely to be offset in the future by other special allocations) shall be taken into account, to the extent permitted by the Regulations, in computing subsequent allocations of income, gain, loss or deduction pursuant to Section 6.02 so that the net amount of any items so allocated and all other items allocated to such Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.02 had such Regulatory Allocations under this Section 6.03 not occurred. (e) Notwithstanding anything to the contrary contained herein, each Member shall be allocated for each taxable year, or portion thereof, an amount of gross income and gain (consisting of a pro rata portion of each item of LLC income and gain and, if necessary, income and gain from subsequent ~~periods~~years) equal to the amount of distributions received by such Member pursuant to Section 6.05(b)(ii) in respect of such taxable year. (f) It is intended that prior to a distribution of the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)~~proceeds from a liquidation of the LLC pursuant to the provisions of Section 11.03, ~~1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted~~ the positive Capital Account balance of each Member shall be ~~determined, and the allocation of income or gain required hereunder shall be effected, prior~~ equal to the ~~application~~ amount that such Member would receive if liquidation proceeds were distributed in accordance with the provisions of ~~any other allocations pursuant to this~~ Section ~~6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~6.05(c). ~~This Section 6.1(d)(i) is intended~~ Accordingly, notwithstanding anything to ~~comply with~~ the ~~Partnership Minimum Gain chargeback requirement~~ contrary in ~~Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of~~ this ~~Section 6.1~~ Article VI (other than Section ~~6.1(d)(i)~~6.07), ~~except as provided in Treasury Regulation~~ to the extent permissible under Code Section ~~1.704-2(i)(4)~~704(b) and the Regulations promulgated thereunder and subject to compliance with the Fractions Rule, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income Net Income and ~~gain for such period (~~Net Loss and, if necessary, ~~subsequent periods~~items of gross income and gross deductions, of the LLC for the year of liquidation of the LLC (or, if earlier, the year in which all or substantially all of the LLC assets are sold, transferred or disposed of) in shall be allocated among the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted~~ Members so as to bring the positive Capital Account balance ~~shall be determined, and the allocation~~ of ~~income or gain required hereunder shall be effected, prior~~ each Member as close as possible to the ~~application~~ amount that such Member would receive if the LLC were liquidated and all of ~~any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to~~ the net proceeds from such ~~taxable period. This Section 6.1(d)(ii) is intended to comply~~ liquidation were distributed in accordance with the ~~chargeback~~ provisions of ~~items of income and gain requirement in Treasury Regulation~~ Section ~~1.704-2(i)(4) and shall be interpreted consistently therewith~~6.05(c).

Appears in 1 contract

Sources: Operating Agreement (Reckson Operating Partnership Lp)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~6.1(e), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(e) with respect to such taxable period (other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(e)(vi) and ~~Section 6.1(d)(vii~~6.1(e)(vii)). This Section ~~6.1(d)(i~~6.1(e)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i~~6.1(e)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~6.1(e), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(e), other than Section ~~6.1(d)(i~~6.1(e)(i) and other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(e)(vi) and ~~Section 6.1(d)(vii~~6.1(e)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~6.1(e)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) [Deleted.] (iv) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation 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 Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 6.1(e)(i) or (ii).

Appears in 1 contract

Sources: Limited Partnership Agreement (Suburban Propane Partners Lp)

Special Allocations. (a) Notwithstanding any other provision of this Agreement, “partner nonrecourse deductions” (as defined in Regulations Section ~~6.1~~1.704-2(i)), if any, of the ~~following special allocations~~ Venture shall be ~~made for each taxable period:~~allocated to the Member who bears the economic risk of loss with respect to the debt to which such deductions are attributable in accordance with Regulations Sections 1.704-2(i), and “nonrecourse deductions” (as defined in Regulations Section 1.704-2(b)(1)) of the Venture shall be allocated to the Members in accordance with their respective Percentage Interests. (ia) ~~Partnership Minimum Gain Chargeback~~This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. ~~Notwithstanding~~ Accordingly, notwithstanding any other provision of this ~~Section 6.1~~Agreement, ~~if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~items of income, ~~each Partner~~ gain, loss, and deduction shall be allocated to the Members to the extent and in the manner required by such provisions. (b) To the extent that any loss or deduction otherwise allocable to a Member (the “Restricted Member”) hereunder would cause such Member to have Adjusted Capital Account Deficit as of the end of the taxable period to which such loss or deduction relates (after taking into account the allocation of all items of ~~Partnership~~ income and gain for such ~~period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6~~taxable period), ~~1.704-2(g)(2~~such loss or deduction shall not be allocated to such Member and instead shall be allocated to the Members in accordance with Section 6.02 as if the Restricted Member were not a Member. (c) Any allocations required to be made pursuant to Section 6.03(a), Section 6.03(b) and ~~1.704-2(j)(2)(i)~~Section 6.03(c) (the “Regulatory Allocations”) shall be taken into account, to the extent permitted by the Regulations, in computing subsequent and concurrent allocations of income, gain, loss or deduction pursuant to Section 6.02 so that the net amount of any ~~successor provision. For purposes of~~ items so allocated and all other items allocated to such Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.02 had such Regulatory Allocations under this Section ~~6.1(d)~~6.03 not occurred. (d) It is intended that prior to a distribution of the proceeds from a liquidation of the Venture pursuant to the provisions of Section 11.03, ~~each Partner’s Adjusted~~ the positive Capital Account balance of each Member shall be ~~determined~~equal to the amount of liquidation proceeds that such Member is entitled to receive in accordance with the provisions of Section 11.03. Accordingly, notwithstanding anything to the contrary in this Article 6, to the extent necessary and permissible or required under Section 704(b) of the Code and the Regulations promulgated thereunder, items of gross income and gross deductions, of the Venture for the year of liquidation of the Venture shall be allocated among the Members so as to bring the positive Capital Account balance of each Member as close as possible to the amount that such Member is entitled to receive in connection with such liquidation in accordance with the provisions of Section 11.03. (e) The Members intend for the allocation provisions contained in this Agreement to comply with Section 704(b) of the Code and the Regulations promulgated thereunder, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and provisions herein shall be interpreted ~~consistently~~ and applied in a manner consistent therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Liability Company Agreement (NorthStar Healthcare Income, Inc.)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for each taxable ~~period~~period in the following order: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Western Refining Logistics, LP)

Special Allocations. Notwithstanding any other ~~provision~~ provisions of this Section 6.1, ~~the following~~ thefollowing special allocations shall be made ~~for each~~ on a Series by Series basis in the following order foreach taxable period: (i) ~~Partnership Minimum Gain Chargeback.~~ Notwithstanding any other provision of this Section 6.1, if there is a net decrease in ~~Partnership~~ Minimum Gain attributable to a Series during any ~~Partnership~~ taxable ~~period~~year, each ~~Partner~~ Member of suchSeries shall be allocated items of ~~Partnership~~ income and gain attributable to such Series for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), ~~1.704-2(g)(2~~(g)(2) and ~~1.704-2(j)(2)(i~~(j)(2)(i)~~, or any successor provision~~. For purposes of this Section ~~6.1(d~~6.1(b), each ~~Partner~~Member’s Adjusted Capital Account balance for such Series shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this ~~Section 6.1(d)~~ Section 6.1 with respect to such taxable ~~period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))~~year. This Section ~~6.1(d)(i~~6.1(b)(i) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain.~~ Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4~~6.1(b)(i) above), if there is a net decrease in ~~Partner~~ Member Nonrecourse Debt Minimum Gain attributable to a Series during any ~~Partnership~~ taxable ~~period~~year, any ~~Partner~~ Member with a share of ~~Partner~~ such Member Nonrecourse Debt Minimum Gain at the beginning of such taxable ~~period~~ year shall be allocated items of ~~Partnership~~ income and gain attributable to such Series for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation ~~Sections~~ Section 1.704-~~2(i)(4) and 1.704-2(j)(2)(ii~~2(i)(4)and (j)(2)(ii)~~, or any successor provisions~~. For purposes of this Section ~~6.1(d~~6.1(b), each ~~Partner~~Member’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d)~~6.1, other than Section ~~6.1(d)(i~~6.1(b)(i) ~~and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~above, with respect to such taxable ~~period~~year. This Section ~~6.1(d)(ii~~6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback ~~of items of income and gain~~ requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the eventany Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, ifany, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) In the event any Member has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Member shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(iv) were not in this Agreement. (v) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Members of such Series in accordance with their Percentage Interests for suchSeries. (vi) Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for any taxable year shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vi) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (vii) To the extent an adjustment to the adjusted tax basis of any asset pursuantto Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704- 1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Member’s Interest in a Series, 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 item of gain or loss shall be allocated to the Members in a manner consistent with the manner in which their CapitalAccounts are required to be adjusted pursuant to such provisions.

Appears in 1 contract

Sources: Limited Liability Company Agreement

Special Allocations. Notwithstanding anything to the contrary herein, (a) With respect to any ~~other provision~~ Fiscal Year in which one or more contributions are required to be made by a Partner pursuant to the provisions of ~~this~~ Section ~~6.1~~4.3(e) and (f), including the Fiscal Year in which a Terminating Event occurs, the ~~following special allocations shall be made for each taxable period:~~ Partner required to make such contributions, (~~i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period,~~ or each Partner ~~shall~~ to the extent applicable), will be allocated items of ~~Partnership income~~ loss and ~~gain~~ deduction equal to the aggregate amount of such Partner’s respective required contributions, so that the net change to each such Partner’s respective Adjusted Capital Account balance on account of all such allocations and contributions is zero, provided that for purposes of this Section 5.7 amounts deemed contributed by CNL pursuant to the provisions of Section 4.3(e) shall not be treated as required to be contributed. In the event the items of loss and deduction required to be allocated with respect to any Fiscal Year exceed the aggregate amount of the items of loss and deduction available to be allocated with respect to such ~~period~~ Fiscal Year, such items shall be allocated in a subsequent Fiscal Year or reallocated with respect to a prior Fiscal Year (~~and~~including prior Fiscal Years for which one or more amended returns would be required to be filed as a result of making such allocations), ~~if necessary, subsequent periods)~~ in the manner and ~~amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes~~ to the extent necessary to satisfy the requirements of this Section ~~6.1(d~~5.7(a), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (iib) ~~Chargeback~~ In connection with the sale of ~~Partner Nonrecourse Debt Minimum Gain. Notwithstanding~~ all or substantially all of the ~~other provisions~~ assets of ~~this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any~~ the Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any ~~successor provisions. For purposes of this Section 6.1(d)~~other Terminating Event, each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain ~~requirement in Treasury Regulation Section 1.704-2(i)(4)~~ and deduction and loss shall be ~~interpreted consistently therewith~~allocated among the Partners, so that, to the maximum extent possible, the Adjusted Capital Account balances of each of the Partners equals the amount which, if distributed to each of the respective Partners would result in each such Partner receiving the amount such Partner would be entitled to receive if all available amounts were distributed to the Partners pursuant to the provisions of Section 5.1(b) at such time; (determined in the manner described in Section 5.1, and after taking into account any amounts required to be funded as a Distribution Excess), provided that to the extent that items of income, gain, loss and deduction of the current Fiscal CNL VILLAGE RETAIL PARTNERSHIP, LP 50 Year are insufficient to achieve such Adjusted Capital Account balances, items of income, gain, loss and deduction of prior Fiscal Years shall be allocated among the Partners to achieve, to the maximum extent possible, such Adjusted Capital Account balances (including prior Fiscal Years for which one or more amended returns would be required to be filed as a result of making such allocations).

Appears in 1 contract

Sources: Limited Partnership Agreement (CNL Income Properties Inc)

Special Allocations. (a) Notwithstanding any other provision of this ~~Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~Article 6, if there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i), respectively) during ~~any Partnership taxable period~~the Fiscal Year, each ~~Partner shall~~ Member will be specially allocated items of ~~Partnership~~ Company income and gain for ~~such period~~ that year (and, if necessary, subsequent ~~periods~~years) in an amount equal to its respective share of the ~~manner and amounts provided in~~ net decrease during that year, determined pursuant to Treasury ~~Regulation~~ Regulations Sections 1.704-~~2(f)(6), 1.704-2(g)(2~~2(g) and 1.704-~~2(j)(2)(i~~2(i)(5)~~, or any successor provision~~. ~~For purposes of this~~ The items to be so allocated will be determined in accordance with Treasury Regulations Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)1.704-2(f). This Section ~~6.1(d)(i)~~ 6.2 is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback ~~requirement~~ requirements in the Treasury Regulations and will be interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury ~~Regulation Section~~ Regulations Sections 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4). (b) In the event any Member unexpectedly receives any adjustments, ~~if there is a net decrease~~ allocations, or distributions described in ~~Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period~~Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), ~~any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated~~ (5) or (6), items of ~~Partnership~~ Company income and gain ~~for such period (and~~will be specially allocated to that Member in an amount and manner sufficient to eliminate, ~~if necessary~~to the extent required by the Treasury Regulations, ~~subsequent periods) in~~ the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s~~ Adjusted Capital Account ~~balance shall be determined~~Deficit created by the adjustments, ~~and the~~ allocations or distributions as promptly as possible. An allocation ~~of income or gain required hereunder shall be effected, prior to the application of any other allocations~~ pursuant to this Section ~~6.1(d)~~6.2(b) will be made only if and to the extent that a Member would have an Adjusted Capital Account Deficit in excess of that sum after all other allocations provided for in this Section 6.2(b) have been tentatively made as if this Article 6 were not in this LLC Agreement. (c) In the event any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, ~~other than Section 6.1(d)(i)~~ each such Member will be specially allocated items of Company income and ~~other than an~~ gain in the amount of such excess as quickly as possible. An allocation pursuant to this Section ~~6.1(d)(vi~~6.2(c) will be made only if and ~~Section 6.1(d)(vii),~~ to the extent that a Member would have an Adjusted Capital Account Deficit in excess of that sum after all other allocations provided for in this Article 6 have been tentatively made. (d) Nonrecourse Deductions will be specially allocated to the Members in proportion to their Shares. (e) Any Partner Nonrecourse Deductions for any Fiscal Year or other period will be specially allocated to the Member who bears the economic risk of loss with respect to ~~such taxable period. This Section 6.1(d)(ii) is intended~~ the Partner Nonrecourse Debt to ~~comply~~ which the Partner Nonrecourse Deductions are attributable in accordance with ~~the chargeback of items of income and gain requirement in~~ Treasury ~~Regulation~~ Regulations Section 1.704-~~2(i)(4~~2. (f) ~~and~~ Any income attributable to the receipt or accrual of any financial assistance from the DOE or other U.S. Governmental Authority as described in Section B.4 of Exhibit B shall be ~~interpreted consistently therewith~~allocated one hundred percent (100%) to B&WMR.

Appears in 1 contract

Sources: Limited Liability Company Agreement (BWX Technologies, Inc.)

Special Allocations. (a) Notwithstanding anything else contained in this Article VI, if any ~~other provision~~ Member has a deficit Capital Account for any fiscal period as a result of any adjustment of the type described in Section 1.704-1(b)(2)(ii)(d)(4) through (6) of the Regulations, then the Company’s income and gain will be specifically allocated to such Member in an amount and manner sufficient to eliminate such deficit as quickly as possible. Any special allocation of items of income or gain pursuant to this Section ~~6.1~~6.2(a) shall be taken into account in computing subsequent allocations pursuant to Article VI so that the cumulative net amount of all items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to such Member if there had never been any allocations pursuant to this Section 6.2(a). This Section 6.2(a) is intended to comply with, and shall be interpreted to be consistent with, the ~~following special allocations~~ qualified income offset requirement of Section 1.704-1(b)(2)(ii) of the Regulations. (b) Deductions which are “partner nonrecourse deductions” (as defined in Section 1.704-2(i)(1) of the Regulations) for any taxable year shall be ~~made for each taxable period:~~allocated to the Member that bears the economic risk of loss with respect to the loan to which such partner nonrecourse deductions are attributable in accordance with Section 1.704-2(i) of the Regulations. Nonrecourse deductions that are not partner nonrecourse deductions shall be allocated to the Members pro-rata in accordance with their respective Percentage Interests in the Units. (ic) ~~Partnership Minimum Gain Chargeback~~If during any taxable year there is a net decrease in “partnership minimum gain” (as such term is defined by Sections 1.704-2(b)(2) and (d) of the Regulations), then each Member shall be allocated items of income and gain for such taxable year (and, if necessary, for subsequent taxable years) in the manner provided in Sections 1.704-2(f) and (j) of the Regulations. ~~Notwithstanding any other provision of this Section 6.1~~Likewise, if there is a net decrease ~~in Partnership Minimum Gain~~ during any ~~Partnership~~ taxable ~~period~~year in “partner nonrecourse debt minimum gain” (as defined in Section 1.704-2(i)(2) of the Regulations), ~~each Partner~~ then any Member with a share of that partner nonrecourse debt minimum gain as of the beginning of such taxable year shall be allocated items of ~~Partnership~~ income and gain for such ~~period~~ taxable year (and, if necessary, for subsequent ~~periods~~taxable years) in the manner ~~and amounts~~ provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and ~~1.704~~1.702-~~2(j)(2)(ii), or any successor provisions. For purposes~~ 2(j) of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable periodRegulations. This Section ~~6.1(d)(ii~~6.2(c) is intended to comply ~~with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4)~~ with, and shall be interpreted ~~consistently therewith~~to be consistent with, the minimum gain chargeback requirements of Sections 1.704-2(f) and 1.704(2)(i) of the Regulations. (d) Solely for purposes of allocating excess nonrecourse liabilities of the Company among the Members pursuant to Section 1.752-3(a)(3) of the Regulations, the Members agree that their respective interests in the profits of the Company are equal to their respective Percentage Interests in the Units, unless otherwise agreed upon by Majority Vote of the Board of Managers.

Appears in 1 contract

Sources: Operating Agreement (Lions Gate Entertainment Corp /Cn/)

Special Allocations. (a) Notwithstanding any other provision of this Agreement, "partner nonrecourse deductions" (as defined in Regulations Section ~~6.1~~1.704-2(i)), if any, of the LLC shall be allocated to the Member who bears the economic risk of loss with respect to the debt to which such deductions are attributable in accordance with Regulations Section 1.704-2(i), and "nonrecourse deductions" (as defined in Regulations Section 1.704-2(b)(1)) of the LLC shall be allocated to the Members in accordance with their Percentage Interests. (b) This Agreement shall be deemed to include "qualified income offset," "minimum gain chargeback" and "partner nonrecourse debt minimum gain chargeback" provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of income, gain, loss, and deduction shall be allocated to the Members to the extent and in the manner required by such provisions. (c) Any allocations required to be made pursuant to Section 6.03(a) and Section 6.03(b) (the "Regulatory Allocations") (other than allocations, the ~~following~~ effect of which are likely to be offset in the future by other special ~~allocations~~ allocations) shall be ~~made~~ taken into account, to the extent permitted by the Regulations, in computing subsequent allocations of income, gain, loss or deduction pursuant to Section 6.02 so that the net amount of any items so allocated and all other items allocated to such Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.02 had such Regulatory Allocations under this Section 6.03 not occurred. (d) Notwithstanding anything herein to the contrary, except as set forth in Section 5.02(b)(ii) for each ~~taxable period~~Fiscal Year or part thereof, the LLC's allocable share of the Property Owner's items of income, gain, loss, and deduction (including its share of such items which are allocated to it from Third Avenue LLC and MM LLC) for such period shall be allocated among the NYSTRS Members and the Reckson Members in the following proportions: (i) ~~Partnership Minimum Gain Chargeback. Notwithstanding any other provision~~ to the NYSTRS Members in an amount equal to the Property Owner's items of ~~this Section 6.1~~income, ~~if there is a net decrease in Partnership Minimum Gain during any Partnership taxable~~ gain, loss, and deduction, which are allocated to all of the members of the Property Owner for such period, ~~each Partner shall be allocated items of Partnership income and gain for such period (~~times the NYSTRS Members then Percentage Interest, and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) ~~Chargeback~~ the LLC's remaining allocable share of ~~Partner Nonrecourse Debt Minimum Gain~~the Property Owner's items of income, gain, loss, and deduction for such period, to the Reckson Members in accordance with Section 6.02, as if the NYSTRS Members were not then a Member of the LLC. ~~Notwithstanding~~ This Section 6.03(d) shall not apply in the ~~other provisions~~ year the LLC liquidates if the suspension of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share provision would permit the NYSTRS Members to receive an amount on liquidation of ~~Partner Nonrecourse Debt Minimum Gain at~~ the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation LLC pursuant to Section ~~6.1(d)(vi) and~~ 11.03 that reflects, to the extent possible, the amount it would have received had liquidating distributions been made in accordance with Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith6.05.

Appears in 1 contract

Sources: Operating Agreement (Reckson Associates Realty Corp)

Special Allocations. ~~Notwithstanding~~ i. Except as provided in in this Agreement in the event any ~~other provision~~ Partner unexpectedly received any adjustments, allocations, or distributions described in Section 1.704(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of ~~this Section 6.1~~the Regulations, items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the ~~following special allocations shall be made for each taxable period:~~Adjusted Capital Account Deficit of such Partner as quickly as possible. ii. Except as provided in this Agreement in the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership fiscal year that is in excess of the sum of (i) the amount such Partner is obligated to restore (pursuant to the terms of such Partner's promissory note or otherwise) and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentence of Regulations Section 1.704•1(b)(4)(iv)(f), each such Partner shall be specially allocated items of Partnership ~~Minimum Gain Chargeback~~income and gain in the amount of such excess as quickly as possible. iii. Notwithstanding any other ~~provision~~ provisions of this ~~Section 6.1~~Agreement, if there is a net decrease in Partnership Minimum Gain during any Partnership ~~taxable period~~fiscal year, each Partner who would otherwise have an Adjusted Capital Account Deficit at the end of such year shall be specially allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in ~~the~~ an amount and manner ~~and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s~~ sufficient to eliminate such Adjusted Capital Account ~~balance~~ Deficit as quickly as possible. The items to be so allocated shall be ~~determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this~~ determined in accordance with Regulations Section ~~6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~1.704-I(b)(4)(iv)(e). This ~~Section 6.1(d)(i~~subparagraph (iii) is intended to comply with the ~~Partnership Minimum Gain chargeback~~ minimum gain charge-back requirement in ~~Treasury Regulation Section 1.704-2(f)~~ such section of the Regulations and shall be interpreted consistently therewith. ~~(ii~~iv. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i))~~or 743(b) is required, ~~except as provided in Treasury Regulation~~ pursuant to Regulations Section 1.704-~~2(i)(4~~1 (b) (2)(iv)(m), ~~if there is a net decrease~~ to be taken into account in ~~Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period~~determining capital accounts, ~~any Partner with a share of Partner Nonrecourse Debt Minimum Gain at~~ the ~~beginning~~ amount of such ~~taxable period~~ 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 gains or loss shall be specially allocated ~~items of Partnership income and gain for such period (and, if necessary, subsequent periods)~~ to the Partners in a manner consistent with the manner ~~and amounts provided~~ in ~~Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall~~ which their capital accounts are required to be ~~determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations~~ adjusted pursuant to ~~this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to~~ such ~~taxable period. This Section 6.1(d)(ii) is intended to comply with~~ section of the ~~chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith~~Regulations.

Appears in 1 contract

Sources: Limited Partnership Agreement (American Gas & Technology LP)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period:~~ in the following order: (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ Except as otherwise provided in Regulations Section 1.704-2(f), and notwithstanding any other provision of this ~~Section 6.1~~Article VIII, if there is a net decrease in Partnership Minimum Gain during any ~~Partnership taxable period~~Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to such Partner’s share of the ~~manner and amounts provided~~ net decrease in ~~Treasury Regulation~~ Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6~~), 1.704-2(g)(2~~) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This Section ~~6.1(d)(i~~8.6(a) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in ~~Treasury Regulation~~ Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iib) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Regulations Section 1.704-2(i)(4), and notwithstanding any other provision of this Article VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership ~~taxable period~~Fiscal Year, ~~any~~ each Partner ~~with~~ who has a share of the Partner Nonrecourse Debt Minimum Gain ~~at the beginning of~~ attributable to such ~~taxable period~~ Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, ~~subsequent periods~~58 (c) In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in ~~the manner and amounts provided in Treasury Regulation~~ Regulations Sections 1.704-~~2(i)(4) and~~ 1(b)(2)(ii)(d)(4), 1.704-~~2(j)(2)(ii~~1(b)(2)(ii)(d)(5), or ~~any successor provisions. For purposes of this Section 6.1(d~~1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to each ~~Partner’s~~ such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account ~~balance shall be determined~~Deficit of such Partner as quickly as possible, ~~and the~~ provided that an allocation ~~of income or gain required hereunder shall be effected, prior to the application of any other allocations~~ pursuant to this Section ~~6.1(d)~~8.6(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made, ~~other than~~ as if this Section ~~6.1(d)(i~~8.6(c) were not in this Agreement. (d) In the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership Fiscal Year, each such Partner shall be specially allocated items of Partnership income and ~~other than~~ gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section ~~6.1(d)(vi~~8.6(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account after all other allocations provided for in this Article VIII have been made as if Section ~~6.1(d)(vii),~~ 8.6(c) hereof and this Section 8.6(d) were not in this Agreement. (e) Partnership Nonrecourse Deductions for any Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests. (f) Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such ~~taxable period. This Section 6.1(d)(ii) is intended to comply~~ Partner Nonrecourse Deductions are attributable, in accordance with ~~the chargeback of items of income and gain requirement in Treasury Regulation~~ Regulations Section 1.704-~~2(i)(4) and shall be interpreted consistently therewith~~2(i)(1).

Appears in 1 contract

Sources: Limited Partnership Agreement

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section ~~6.1(d~~6.1(e), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(e) with respect to such taxable period (other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(e)(vi) and ~~Section 6.1(d)(vii~~6.1(e)(vii)). This Section ~~6.1(d)(i~~6.1(e)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i~~6.1(e)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section ~~6.1(d~~6.1(e), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.1(e), other than Section ~~6.1(d)(i~~6.1(e)(i) and other than an allocation pursuant to ~~Section 6.1(d)(vi~~Sections 6.1(e)(vi) and ~~Section 6.1(d)(vii~~6.1(e)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~6.1(e)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) [Deleted.]

Appears in 1 contract

Sources: Limited Partnership Agreement (Suburban Propane Partners Lp)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: ~~(i)~~ 4.4.1 In the event that there is a net decrease during a fiscal year in either Partnership Minimum Gain ~~Chargeback. Notwithstanding~~ or Partner Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this ~~Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~Article 4, each Partner shall receive such special allocations of items of Partnership income and gain as are required in order to conform to Treasury Regulations Section 1.704-2. 4.4.2 Subject to Section 4.4.1, but notwithstanding any other provision of this Article 4, items of income and gain shall be specially allocated to the Partners in a manner that complies with the “qualified income offset” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3). 4.4.3 In the event that a Partner has a deficit Capital Account balance at the end of any fiscal year which is in excess of the sum of (i) the amount such Partner is then obligated to restore pursuant to this Agreement, and (ii) the amount such Partner is then deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, such Partner shall be specially allocated items of Partnership income and gain (consisting of a pro rata portion of each item of income and gain of the Partnership for such ~~period (and, if necessary, subsequent periods~~fiscal year in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) in the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)~~amount of such excess as quickly as possible; provided, ~~1.704-2(g)(2) and 1.704-2(j)(2)(i)~~however, or that any ~~successor provision. For purposes of~~ allocation under this Section ~~6.1(d), each Partner’s Adjusted~~ 4.4.3 shall be made only if and to the extent that a Partner would have a deficit Capital Account balance in excess of such sum after all allocations provided for in this Article 4 have been tentatively made as if this Section 4.4.3 were not in this Agreement. 4.4.4 Partner Nonrecourse Deductions shall be ~~determined, and~~ specially allocated to the ~~allocation~~ Partners in the manner in which they share the economic risk of ~~income or gain required hereunder~~ loss (as defined in Treasury Regulations Section 1.752-2) for such Partner Nonrecourse Debt. 4.4.5 Each Nonrecourse Deduction of the Partnership shall be ~~effected, prior~~ specially allocated to the ~~application~~ Partners, pro rata, in proportion to their respective Percentage Interests. 4.4.6 The amounts of any ~~other allocations~~ Partnership income, gain, loss or expense available to be specially allocated pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and 4.4 shall be ~~interpreted consistently therewith~~determined by applying rules analogous to those set forth in Section 1.1.71 as modified by Sections 1.1.71.1 through 1.1.71.5. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Special Allocations. ~~Notwithstanding any other provision of this~~ (a) Losses attributable to partner nonrecourse debt (as defined in Treasury Regulations Section ~~6.1, the following special allocations~~ 1.704-2(b)(4)) shall be ~~made~~ allocated in the manner required by Treasury Regulations Section 1.704-2(i). If there is a net decrease during a Fiscal Year in partner nomecourse debt minimum gain (as defined in Treasury Regulations Section 1.704-2(i)(3)), Profits for ~~each taxable period:~~such Fiscal year (and, if necessary , for subsequent Fiscal Years) shall be allocated to the Members in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulations Section 1.704-2(i)(4). (ib) ~~Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if~~ If there is a net decrease in ~~Partnership~~ Minimum Gain during any ~~Partnership taxable period~~Fiscal Year, each ~~Partner~~ Member shall be allocated ~~items of Partnership income and gain~~ Profits for such ~~period~~ Fiscal Year (and, if necessary, for subsequent ~~periods~~Fiscal Years) in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulations Section 1.704-2(f). This Section 4.3(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulations Section 1.704-2(f), and shall be interpreted in a manner ~~and amounts provided~~ consistent therewith. (c) If any Member that unexpectedly receives an adjustment, allocation, or distribution described in Treasury ~~Regulation Sections~~ Regulations Section 1.704-~~2(f)(6~~l(b)(2)(ii)(d)(4), ~~1.704-2(g)(2~~(5) and ~~1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s~~ (6) has an Adjusted Capital Account ~~balance shall be determined~~Deficit as of the end of any Taxable Year, ~~and~~ computed after the ~~allocation~~ application of ~~income or gain required hereunder shall be effected, prior to~~ Section 4.3(c) but before the application of any other ~~allocations pursuant to~~ provision of this ~~Section 6.1(d) with respect~~ ARTICLE IV, then Profits for such Taxable Year shall be allocated to such ~~taxable period (other than an allocation pursuant~~ Member in proportion to, and to ~~Section 6.1(d)(vi) and Section 6.1(d)(vii))~~the extent of, such Adjusted Capital Account Deficit. This Section ~~6.1(d)(i~~4.3(c) is intended to ~~comply with the Partnership Minimum Gain chargeback requirement~~ be a qualified income offset prov1s10n as described in Treasury ~~Regulation~~ Regulations Section 1.704-~~2(f~~l(b)(2)(ii)(d) and shall be interpreted ~~consistently~~ in a manner consistent therewith. (iid) ~~Chargeback~~ The allocations set forth in Sections 4.3(a)-(c) (the "Regulatory Allocations'") are intended to comply with certain requirements of ~~Partner Nonrecourse Debt Minimum Gain~~Sections 1.704-l(b) and 1.704- 2 of the Treasury Regulations. ~~Notwithstanding~~ The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Company distributions. Accordingly , notwithstanding the other provisions of this ~~Section 6.1 (other than Section 6.1(d)(i))~~ARTICLE IV, ~~except as provided in Treasury Regulation Section 1.704-2(i)(4)~~but subject to the Regulatory Allocations, ~~if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period~~income, ~~any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period~~ gain, deduction, and loss shall be ~~allocated items~~ reallocated among the Members so as to eliminate the effect of ~~Partnership income~~ the Regulatory Allocations and ~~gain for such period (and, if necessary, subsequent periods)~~ thereby cause the respective Capital Accounts of the Members to be in the ~~manner~~ amounts (or as close thereto as possible) they would have been if Profit and ~~amounts provided in Treasury Regulation Sections 1.704-2(i)(4)~~ Loss (and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any such other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income , gain , deduction, and ~~gain requirement~~ loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income , gain, deduction, and loss) among the Members so that the net amount of the Regulatory Allocations and such special allocations to each such Member is zero. (e) In the event it is finally determined that any Member realized taxable income from compensation for services in connection with the issuance of Units to such Member in accordance with the terms of this Agreement where the Units were intended to constitute profits interests for income tax purposes, the Company shall specifically allocate to such Member the corresponding Company compensation deduction, if consistent with the Code and Treasury ~~Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith~~Regulations.

Appears in 1 contract

Sources: Limited Liability Company Agreement

Special Allocations. Notwithstanding the foregoing provisions of this Article Six, the following allocations may apply: (a) Except as provided in Paragraphs 6.4(b) and 6.4(c) hereof, in the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in 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), which create or increase an Adjusted Capital Account Deficit items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit created by such adjustments, allocations, or distributions as quickly as possible; provided that an allocation pursuant to this Paragraph 6.4(a) shall be made if and only to the extent that such Partner would have an Adjusted Capital Account Deficit after all allocations provided for in this Article Six have been tentatively made as if this Paragraph 6.4(a) were not in this Agreement. (b) Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this ~~Section 6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~Article Six, if there is a net decrease in Partnership Minimum Gain during any Partnership ~~taxable period~~fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, for subsequent ~~periods~~years) in an amount equal to such Partner's Share of the net decrease in Partnership Minimum Gain, to the extent required and in the manner ~~and amounts~~ provided by Sections 1.704-2(g) of the Treasury Regulations. The items to be so allocated shall be determined in ~~Treasury Regulation~~ accordance with Regulations Sections 1.704-2(f)(6~~), 1.704-2(g)(2~~) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This ~~Section 6.1(d)(i~~Paragraph 6.4(b) is intended to comply with the ~~Partnership Minimum Gain chargeback requirement in Treasury Regulation~~ minimum gain charge-back provision of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iic) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article Six, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership ~~taxable period~~fiscal year, ~~any~~ each Partner ~~with~~ who has a share of the Partner Nonrecourse Debt Minimum Gain ~~at the beginning of~~ attributable to such ~~taxable period~~ Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such ~~period~~ year (and, if necessary, for subsequent ~~periods~~years) in an amount equal to such Partner's share of the net decrease in Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, to the extent required and in the manner ~~and amounts~~ provided by Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in ~~Treasury Regulation~~ accordance with Regulations Sections 1.704-2(i)(4) and 1.704-~~2(j)(2)(ii~~2(i)(2), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This ~~Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.~~Paragraph 6.4

Appears in 1 contract

Sources: Limited Partnership Agreement (Chateau Communities Inc)

Special Allocations. (a) Notwithstanding any other provision of this Agreement, “partner nonrecourse deductions” (as defined in Regulations Section ~~6.1~~1.704-2(i)), if any, of the ~~following special allocations~~ Venture shall be ~~made for each taxable period:~~allocated to the Member who bears the economic risk of loss with respect to the debt to which such deductions are attributable in accordance with Regulations Sections 1.704‑2(i), and “nonrecourse deductions” (as defined in Regulations Section 1.704‑2(b)(1)) of the Venture shall be allocated to the Members in accordance with their respective Percentage Interests. (ib) ~~Partnership Minimum Gain Chargeback~~This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. ~~Notwithstanding~~ Accordingly, notwithstanding any other provision of this ~~Section 6.1~~Agreement, ~~if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period~~items of income, ~~each Partner~~ gain, loss, and deduction shall be allocated to the Members to the extent and in the manner required by such provisions. (c) To the extent that any loss or deduction otherwise allocable to a Member (the “Restricted Member”) hereunder would cause such Member to have Adjusted Capital Account Deficit as of the end of the taxable period to which such loss or deduction relates (after taking into account the allocation of all items of ~~Partnership~~ income and gain for such ~~period~~ taxable period), such loss or deduction shall not be allocated to such Member and instead shall be allocated to the Members in accordance with Section 6.02 as if the Restricted Member were not a Member. (~~and~~d) Any allocations required to be made pursuant to Section 6.03(a), ~~if necessary~~Section 6.03(b) and Section 6.03(c) (the “Regulatory Allocations”) shall be taken into account, to the extent permitted by the Regulations, in computing subsequent ~~periods~~and concurrent allocations of income, gain, loss or deduction pursuant to Section 6.02 so that the net amount of any items so allocated and all other items allocated to such Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.02 had such Regulatory Allocations under this Section 6.03 not occurred. (e) Pursuant to the fifth sentence of Treasury Regulation Section 1.752-3(a)(3), the Venture shall first allocate excess nonrecourse liabilities to the Formation Member up to the amount of built-in gain that is allocable to the ~~manner and amounts provided~~ Formation Member under Section 704(c) of the Code or Section 704(c) principles to the extent that such built-in gain exceeds the gain described in Treasury Regulation ~~Sections 1.704~~Section 1.752-~~2(f)(6~~3(a)(2). (f) It is intended that prior to a distribution of the proceeds from a liquidation of the Venture pursuant to the provisions of Section 11.03, ~~1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted~~ the positive Capital Account balance of each Member shall be ~~determined~~equal to the amount of liquidation proceeds that such Member is entitled to receive in accordance with the provisions of Section 11.03. Accordingly, notwithstanding anything to the contrary in this Article 6, to the extent necessary and permissible or required under Section 704(b) of the Code and the Regulations promulgated thereunder, items of gross income and gross deductions of the Venture for the year of liquidation of the Venture (and to the extent necessary, in the immediately preceding taxable year) shall be allocated among the Members so as to bring the positive Capital Account balance of each Member as close as possible to the amount that such Member is entitled to receive in connection with such liquidation in accordance with the provisions of Section 11.03. (g) The Members intend for the allocation provisions contained in this Agreement to comply with Section 704(b) of the Code and the Regulations promulgated thereunder, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and provisions herein shall be interpreted ~~consistently~~ and applied in a manner consistent therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Liability Company Agreement (NorthStar Healthcare Income, Inc.)

Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for ~~each~~ such taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6)~~, 1.704~~, 1. 704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (NGL Energy Partners LP)

Special Allocations. Notwithstanding ~~any other provision~~ the provisions of ~~this~~ Section ~~6.1~~8.1, the following ~~special~~ allocations of items of income, gain, loss or deduction shall be ~~made for each taxable period~~made: (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ If in any ~~other provision of this Section 6.1, if~~ taxable year there is a net decrease in ~~Partnership~~ the amount of the Company’s Minimum ~~Gain during any Partnership taxable period~~Gain, each ~~Partner~~ Member shall be allocated items of ~~Partnership~~ income and gain for ~~such period~~ that year (and, if necessary, subsequent ~~periods~~years) equal to that Member’s share of the net decrease in such Minimum Gain (within the ~~manner and amounts provided in~~ meaning of Treasury Regulation ~~Sections 1.704-2(f)(6),~~ Section 1.704-2(g)(2~~) and~~ )). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j). This Section ~~6.1(d)(i~~8.2(a) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in Treasury Regulation Section 1.704-~~2(f~~2 and shall be interpreted consistently therewith. (b) If, during any taxable year a Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then items of income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by Treasury Regulation Section 1.704-1(b)(2)(ii)(d) the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 8.2(b) shall be made only if and to the extent that such Member has an Adjusted Capital Account Deficit after all other allocations provided for in this Article 8 have been tentatively made as if this Section 8.2(b) were not in the Agreement. This Section 8.2(b) is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iic) ~~Chargeback~~ If any Member has a deficit Capital Account at the end of ~~Partner Nonrecourse Debt Minimum Gain. Notwithstanding~~ any fiscal year that is in excess of the ~~other provisions~~ amount such Member is deemed to be obligated to restore pursuant to Treasury Regulation Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section ~~6.1~~ 8.2(c) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 8 have been tentatively made as if Section 8.2(b) and this Section 8.2(c) were not in the Agreement. (~~other than Section 6.1(d)(i)), except~~ d) Nonrecourse deductions (as ~~provided~~ that term is defined in Treasury Regulation Section 1.704-~~2(i)(4~~2(b)(1) and 2(c)~~, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during~~ ) for any ~~Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period~~ fiscal year shall be specially allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the ~~application~~ Members in proportion to their respective number of Units. (e) To the extent an adjustment to the adjusted tax basis of any ~~other allocations~~ Company asset pursuant to ~~this~~ Code Section ~~6.1(d)~~734(b) is required, ~~other than Section 6.1(d)(i) and other than an allocation~~ pursuant to ~~Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in~~ Treasury Regulation Section 1.704-~~2(i)(4~~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 Member in complete liquidation of 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 ~~interpreted consistently therewith~~specially allocated to the Members in accordance with their interests in the Company if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)

Special Allocations. Notwithstanding ~~any other provision~~ the provisions of ~~this~~ ------------------- Section ~~6.1~~9.1 hereof to the contrary, the following special ~~allocations~~ rules shall apply: A. No allocation shall be made to any Limited Partner to the extent that any such allocation would create or enlarge an Adjusted Capital Account Deficit with respect to any such Limited Partner's Capital Account, as determined as of the end of any taxable year of the Partnership. Any items which would be allocated to a Limited Partner but for the preceding sentence shall be allocated to the General Partner. B. If any Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Reg. (S)(S)1.704-1(b) (2) (ii)(d)(4), (5) or (6), then items of Partnership income and gain (comprising the Profits or Losses of the Partnership. shall be specially allocated to each ~~taxable period:~~such Limited Partner in an amount sufficient to eliminate, to the extent required by the Regulations, such Limited Partner's Adjusted Capital Account Deficit, if any, as quickly as possible; provided, that the allocations to be made pursuant to this Subsection 9.2.B shall be made only if and to the extent that any such Limited Partner, unexpectedly receiving any such adjustment, allocation or distribution, would have an Adjusted Capital Account Deficit after all other allocations provided for in this Agreement have been tentatively made, as if this Subsection 9.2.B were not in the Agreement. ~~(i) Partnership Minimum Gain Chargeback~~1. ~~Notwithstanding~~ Except as provided in Subsection 9.2.C.2 below, notwithstanding any other provision contained herein to the contrary, if in any Partnership taxable year, beginning on or after the effective date of this ~~Section 6.1~~Agreement, if there is a net decrease in the Partnership ~~Minimum Gain during~~ "minimum gain" [as such term is defined in Reg. (S.1.704-2(d)], prior to allocating Profits or Losses (or items thereof) for such taxable year and, if necessary, for subsequent years, under any ~~Partnership taxable period~~other provision of this Agreement, each Partner shall be allocated items of ~~Partnership~~ income and gain (comprising the Partnership's Profits or Losses. for such ~~period (~~taxable year and, if necessary, for subsequent ~~periods)~~ taxable years in proportion to and to the extent of each Partner's share of the net decrease in the ~~manner~~ Partnership's minimum gain during such Partnership taxable year. The items of income and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance gain to be so allocated shall be ~~determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d~~determined in accordance with Reg. (S.1.704-2(f) ~~with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)).~~ This ~~Section 6.1(d)(i)~~ Subsection 9. 2.C.1 is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback ~~requirement in Treasury Regulation Section 1.704~~requirements of Reg. (S. 1. 704-2(f) ), and shall be interpreted ~~consistently~~ in a manner consistent therewith. 2. Notwithstanding Subsection 9.2.C.1 above, the provisions of Subsection 9.2.C.1 above shall not apply to a Partner or Partners otherwise subject thereto if: (i) such Partner's share of the net decrease in Partnership minimum gain is caused by a guaranty, refinancing or other change in the debt instrument causing it to become partially or wholly recourse debt or partner nonrecourse debt, and such Partner bears the economic risk of loss (within the meaning of Reg. (S.1.752-2. for the newly guaranteed, refinanced or otherwise changed liability; (ii) ~~Chargeback of~~ such Partner ~~Nonrecourse Debt Minimum Gain. Notwithstanding~~ contributes capital to the ~~other provisions of this Section 6.1~~ Partnership that is used to repay the nonrecourse liability (~~other than Section 6.1(d)(i)~~in whole or in part), ~~except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a~~ and the Partner's share of the net decrease in ~~Partner Nonrecourse Debt Minimum Gain during any~~ Partnership ~~taxable period, any Partner~~ minimum gain results from such repayment; (iii) compliance with ~~a share of Partner Nonrecourse Debt Minimum Gain~~ Subsection 9.2.C.1 above causes (or is reasonably expected to cause. the Partners' final Capital Account balances to not be at the ~~beginning~~ Target Final Balances required under Subsection 9.1.C above, or the General Partner's final Capital Account balance to be negative and one or more of the Limited Partners' final Capital Account balances to be positive, after considering the reasonably expected availability and sufficiency of additional Partnership Profits or Losses (or items thereof) to offset the distortion which may otherwise be created by such ~~taxable period~~ minimum gain chargebacks; or (iv) the application thereof otherwise arises from a situation or circumstance exempted from the application thereof pursuant to any revenue ruling, regulation, amendment or otherwise. The determination of whether and to what extent the allocations otherwise required to be made pursuant to Subsection 9.2.C.1 should be made, based upon the criteria set forth above, shall be ~~allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods)~~ made in the ~~manner~~ reasonable discretion of the General Partner after consultation with the Partnership's tax advisers and ~~amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii)~~the approval of United, ~~or any successor provisions~~which approval shall not be unreasonably withheld. For purposes of ~~this~~ determining whether compliance with the minimum gain chargeback rules set forth in Subsection 9.2.C.1 above would distort the economic arrangement of the Partners, the Partners acknowledge and agree that the economic arrangement of the Partners is manifested in Section ~~6.1(d)~~10.1 below. Section 10.1 hereof describes the economic arrangement among the Partners, both as to the priority of distributions to be made by the Partnership to each ~~Partner’s Adjusted Capital Account balance shall be determined,~~ of the Partners and the ~~allocation~~ amounts and/or relative amounts to be distributed to each of ~~income or gain required hereunder~~ the Partners at the separate priority levels. 2. Rules similar to those set forth in Subsection 9.3.C.2 above shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), apply with respect to determining whether and to what extent allocations otherwise required to be made to any Partner under applicable regulations with respect to any net decrease in a "partner nonrecourse debt" (as such ~~taxable period~~term is defined for purposes of Reg. ~~This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704~~(S.1.704-~~2(i)(4) and shall~~ 2. should be ~~interpreted consistently therewith~~made.

Appears in 1 contract

Sources: Limited Partnership Agreement (Vistana Inc)

Special Allocations. Notwithstanding any other ~~provision~~ provisions of this Section 6.1, ~~the following~~ thefollowing special allocations shall be made ~~for each~~ on a Series by Series basis in the following order foreach taxable period: (i) ~~Partnership Minimum Gain Chargeback.~~ Notwithstanding any other provision of this Section 6.1, if there is a net decrease in ~~Partnership~~ Minimum Gain attributable to a Series during any ~~Partnership~~ taxable ~~period~~year, each ~~Partner~~ Member of suchSeries shall be allocated items of ~~Partnership~~ income and gain attributable to such Series for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), ~~1.704-2(g)(2~~(g)(2) and ~~1.704-2(j)(2)(i~~(j)(2)(i)~~, or any successor provision~~. For purposes of this Section ~~6.1(d~~6.1(b), each ~~Partner~~Member’s Adjusted Capital Account balance for such Series shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this ~~Section 6.1(d)~~ Section 6.1 with respect to such taxable ~~period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))~~year. This Section ~~6.1(d)(i~~6.1(b)(i) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain.~~ Notwithstanding the other provisions of this Section 6.1 (other than Section ~~6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4~~6.1(b)(i) above), if there is a net decrease in ~~Partner~~ Member Nonrecourse Debt Minimum Gain attributable to a Series during any ~~Partnership~~ taxable ~~period~~year, any ~~Partner~~ Member with a share of ~~Partner~~ such Member Nonrecourse Debt Minimum Gain at the beginning of such taxable ~~period~~ year shall be allocated items of ~~Partnership~~ income and gain attributable to such Series for such ~~period~~ year (and, if necessary, subsequent ~~periods~~taxable years) in the manner and amounts provided in Treasury Regulation ~~Sections~~ Section 1.704-~~2(i)(4) and 1.704-2(j)(2)(ii~~2(i)(4)and (j)(2)(ii)~~, or any successor provisions~~. For purposes of this Section ~~6.1(d~~6.1(b), each ~~Partner~~Member’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d)~~6.1, other than Section ~~6.1(d)(i~~6.1(b)(i) ~~and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~above, with respect to such taxable ~~period~~year. This Section ~~6.1(d)(ii~~6.1(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback ~~of items of income and gain~~ requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.1(b)(i) and 6.1(b)(ii) above, in the event any Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) attributable to a Series, items of income and gain of such Series shall be allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulation, the deficit balance, if any, in its Adjusted Capital Account attributable to such Series created by such adjustment, allocation or distribution as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.1(b)(i), 6.1(b)(ii), 6.1(b)(iv) or 6.1(b)(v). This Section 6.1(b)(iii) is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) In the event any Member has a deficit balance in its Adjusted Capital Account attributable to a Series at the end of any taxable year, such Member shall be allocated items of gross income and gain of such Series in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.1(b)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account for such Series after all other allocations provided in this Section 6.1(b) (other than Section 6.1(b)(iii)) have been tentatively made as if Section 6.1(b)(iii) and this Section 6.1(b)(iv) were not in this Agreement. (v) Nonrecourse Deductions attributable to a Series for any taxable year shall be allocated to the Members of such Series in accordance with their Percentage Interests for suchSeries. (vi) Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for any taxable year shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss. This Section 6.1(b)(vi) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (vii) To the extent an adjustment to the adjusted tax basis of any asset pursuantto Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704- 1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as a result of a distribution in liquidation of a Member’s Interest in a Series, 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 item of gain or loss shall be allocated to the Members in a manner consistent with the manner in which their CapitalAccounts are required to be adjusted pursuant to such provisions.

Appears in 1 contract

Sources: Limited Liability Company Agreement

Special Allocations. ~~Notwithstanding any other provision~~ Items in the Nature of ~~this Section 6.1, the following special allocations shall be made for each taxable period:~~Income or Gain. (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ The General Partner and Special Limited Partner shall each be allocated income in each year in an amount equal to any ~~other provision of this~~ distributions received pursuant to Section ~~6.1, if~~ 9.1(a). (b) If there is a net decrease in ~~Partnership Minimum Gain~~ the Partnership’s minimum gain (as defined in Treasury Regulation Section 1.704-1(b) (4) (iv) (c)) during any ~~Partnership~~ taxable ~~period~~year, ~~each~~ any Partner or Partners with negative Capital Account balances at the end of such year, shall be allocated income or gain in an amount equal to the sum of such deficits. Such amount shall be allocated among the Partners with negative Capital Account balances in the proportion each Partner’s negative Capital Account balance bears to the sum of all such Partners’ negative Capital Account balances. For purposes of this Section 9.4(b) each Partner’s Capital Account shall be increased by any amount such Partner is obligated to restore, or deemed obligated to restore under Treasury Regulation 1.704-1(b)(4)(iv), upon liquidation. The allocations under this Section 9.4(b) shall be interpreted in a manner to conform with Treasury Regulation Section 1.704-1(b)(4)(iv). (c) If a Partner’s Capital Account is reduced below the amount he is obligated to restore, or deemed obligated to restore under Treasury Regulation Section 1.704-1(b)(4)(iv), upon liquidation by: (i) the allocation of loss or deduction to him under Code Section 706(d), (ii) the allocation of loss or deduction to him under Treasury Regulation Section 1.751-1(b)(2)(ii) or (iii) distributions to him, he shall be allocated, as quickly as possible, items of Partnership income and gain ~~for such period (and, if necessary, subsequent periods) in~~ equal to the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision~~amount by which his Capital Account is so reduced. For purposes of this Section ~~6.1(d),~~ 9.4(c) each Partner’s ~~Adjusted~~ Capital Account ~~balance~~ shall be ~~determined, and~~ reduced for the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement items described in Treasury Regulation Section 1.704-~~2(f~~1(b) (2) (ii) (d) (4) (5) and (6). Such allocation shall be interpreted ~~consistently therewith~~to conform with Treasury Regulation 1.704-1(b)(2)(ii)(d). (iid) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding~~ In the ~~other provisions of this Section 6.1 (other than Section 6.1(d)(i))~~event any Partners unexpectedly receive any adjustments, ~~except as provided~~ allocations, or distributions described in Treasury Regulation Section 1.704-~~2(i)(4~~1(b)(2)(ii)(d)(5), ~~if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period~~or 1.704-1(b) (2) (ii) (d) (6), ~~any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated~~ items of Partnership income and gain ~~for~~ shall be specially allocated to such ~~period (and~~Partners in an amount and manner sufficient to eliminate the deficit balances in their Capital Accounts created by such adjustments, ~~if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii)~~allocations, or ~~any successor provisions. For purposes~~ distributions as quickly as possible. (e) In the event there are special allocations of ~~this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation~~ items of income or gain ~~required hereunder~~ pursuant to Sections 9.4(b)-(d), there shall be ~~effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an~~ a special allocation ~~pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback~~ of items of income and gain ~~requirement~~ in ~~Treasury Regulation~~ succeeding years, to the extent possible, so that the net amount of any items so allocated and the Profits and Losses and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each such Partner if no allocations had been made pursuant to Section ~~1.704-2(i)(4) and shall be interpreted consistently therewith~~9.4(b)-(d).

Appears in 1 contract

Sources: Limited Partnership Agreement (HEALTHSOUTH of Toms River, Inc.)

Special Allocations. ~~Notwithstanding any other provision of this Section 6.1, the~~ The following special allocations shall be made ~~for each taxable period~~in the following order: (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ Except as otherwise provided in Regulations Section 1.704-2(f), and notwithstanding any other provision of this ~~Section 6.1~~Article VIII, if there is a net decrease in Partnership Minimum Gain during any ~~Partnership taxable period~~Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to such Partner's share of the ~~manner and amounts provided~~ net decrease in ~~Treasury Regulation~~ Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6~~), 1.704-2(g)(2~~) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)2(j)(2). This Section ~~6.1(d)(i~~8.6(a) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in ~~Treasury Regulation~~ Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (iib) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except~~ Except as otherwise provided in ~~Treasury Regulation~~ Regulations Section 1.704-2(i)(4), and notwithstanding any other provision of this Article VIII, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership ~~taxable period~~Fiscal Year, ~~any~~ each Partner ~~with~~ who has a share of the Partner Nonrecourse Debt Minimum Gain ~~at the beginning of~~ attributable to such ~~taxable period~~ Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such ~~period~~ Fiscal Year (and, if necessary, subsequent ~~periods~~Fiscal Years) in an amount equal to such Partner's share of the ~~manner and amounts provided~~ net decrease in ~~Treasury Regulation~~ Partner Nonrecourse Debt Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-~~2(j)(2)(ii~~2(i)(2), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section ~~6.1(d)(ii~~8.6(b) is intended to comply with the minimum gain chargeback ~~of items of income and gain~~ requirement in ~~Treasury Regulation~~ Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in 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 Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 8.6(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made, as if this Section 8.6(c) were not in this Agreement. 53 (d) In the event any Partner has an Adjusted Capital Account Deficit at the end of any Partnership Fiscal Year, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.6(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account after all other allocations provided for in this Article VIII have been made as if Section 8.6(c) hereof and this Section 8.6(d) were not in this Agreement. (e) Partnership Nonrecourse Deductions for any Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests. (f) Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i)(1). (g) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) is required, pursuant to 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 Partner in complete liquidation of its interest in the Partnership, 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 specifically allocated to the Partner to whom such distribution was made.

Appears in 1 contract

Sources: Limited Partnership Agreement (Hines Real Estate Investment Trust Inc)

Special Allocations. Notwithstanding ~~any other provision of this Section 6.1,~~ anything contained herein to the ~~following special allocations shall be made for each taxable period~~contrary: (i) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ If a Member would at any ~~other provision of~~ time receive, but for this Section ~~6.1~~8.01(c)(i), an allocation of deduction, loss, or expenditure that would cause or increase a deficit balance in such Member’s Capital Account in excess of any amount of such deficit balance that the Member is obligated to restore or deemed obligated to restore (as determined in accordance with Treasury Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)), then the portion of such allocation that would cause or increase such deficit Capital Account balance will be specially allocated to the other Members, if any, with positive Capital Account balances in proportion to such balances. The loss limitation under this Section 8.01(c)(i) is intended to comply with Treasury Regulations Section 1.704- 1(b)(2)(ii)(d), including the reductions described in subparagraphs (4), (5) and (6) therein. (ii) If in any Tax Year, a Member receives an adjustment, allocation or distribution described in Treasury Regulations Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain (consisting of a pro rata portion of each item of Company income and gain for such Tax Year) will be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the deficit balance in such Member’s Capital Account in excess of any amount of such deficit balance that the Member is obligated to restore or deemed obligated to restore (as determined in accordance with Treasury Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5)) as quickly as possible; provided that an allocation pursuant to this Section 8.01(c)(ii) will be made only if and to the extent that such Member would have a Capital Account deficit after all other allocations provided for in this Article 8 have been tentatively made as if this Section 8.01(c)(ii) were not in the Agreement. This Section 8.01(c)(ii) is intended to qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith. (iii) If there is a net decrease in ~~Partnership Minimum Gain~~ minimum gain attributed to the Company or Member nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulations Sections 1.704- 2(d) and 1.704-2(i)) during any ~~Partnership~~ Company taxable ~~period~~year, ~~each Partner shall~~ the Members will be allocated items of ~~Partnership~~ income and gain attributed to the Company for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in ~~the manner and amounts provided in~~ an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury ~~Regulation~~ Regulations Sections 1.704-~~2(f)(6), 1.704-2(g)(2~~2(g) and 1.704-~~2(j)(2)(i~~2(i)(5)~~, or any successor provision~~. ~~For purposes of this~~ The items to be so allocated will be determined in accordance with Treasury Regulations Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)1.704-2(f). This Section ~~6.1(d)(i~~8.01(c)(iii) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback ~~requirement~~ requirements in such Treasury Regulations and will be interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury ~~Regulation Section~~ Regulations Sections 1.704-2(f) and ~~shall be interpreted consistently therewith~~1.704-2(i)(4). (iiiv) ~~Chargeback~~ To the extent an adjustment to the adjusted tax basis of ~~Partner~~ any Company asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to Treasury 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 Member in complete liquidation of its Membership 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 Members in accordance with their interests in the event Treasury 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 Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (v) “Nonrecourse ~~Debt Minimum Gain. Notwithstanding~~ deductions” (as such term is defined by Treasury Regulations Section 1.704-2(b)(1)) with respect to a Tax Year shall be allocated among the Members in accordance with their respective Membership Percentages. (vi) The allocation provisions set forth in this Article 8 and the other provisions of this ~~Section 6.1 (other than Section 6.1(d)(i)), except as provided in~~ Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury ~~Regulation~~ Regulations Section 1.704-~~2(i)(4~~1(b) and will be interpreted and applied in a manner consistent with such Treasury Regulations. (vii) Any special allocations of items of income, gain, loss or deductions pursuant to Sections 8.01(c)(i), (ii), (iii), (iv) and (v) will be taken into account in computing subsequent allocations pursuant to Section 8.01(b) and this Section 8.01(c) so that the net amount of any items so allocated will, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of Section 8.01(b) if ~~there is a net decrease in Partner Nonrecourse Debt Minimum Gain during~~ such special allocations had not occurred. (viii) In the event that any ~~Partnership taxable period~~fees, interest, or other amounts paid to any ~~Partner with a share of Partner Nonrecourse Debt Minimum Gain at~~ Member or any Affiliate thereof pursuant to this Agreement or any other agreement providing for the ~~beginning~~ payment of such ~~taxable period shall~~ amount, and deducted by the Company in reliance on Section 707(a) and/or 707(c) of the Code, are disallowed as deductions to the Company on its federal income tax return and are treated as Company distributions, then: (A) the Profit or Loss, as the case may be, for the Tax Year in which such fees, interest, or other amounts were paid will be increased or decreased, as the case may be, by the amount of such fees, interest, or other amounts that are treated as Company distributions; (B) there will be allocated ~~items of Partnership income and gain for~~ to the Member to which (or to whose Affiliate) such ~~period (and~~fees, ~~if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii)~~interest, or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effectedother amounts were paid, prior to the ~~application of any other~~ allocations pursuant to ~~this~~ Section ~~6.1(d~~8.01(b), an amount of gross income for the Tax Year equal to the amount of such fees, interest, or other ~~than Section 6.1(d)(i~~amounts that are treated as Company distributions; and (C) ~~and~~ the amount of such fees, interest, or other ~~than an allocation pursuant~~ amounts paid to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and any Member or any Affiliate thereof shall be ~~interpreted consistently therewith~~treated as having been distributed to the Member to which (or to whose Affiliate) such fees, interest or other amounts were paid.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Comcast Corp)

Special Allocations. ~~Notwithstanding any other provision~~ For purposes of the following provisions of this Section ~~6.1~~3.2, the ~~following special allocations shall~~ Clorox Partners will be ~~made for each taxable period~~regarded as a single JV Partner with a single Capital Account. Notwithstanding anything contained herein to the contrary: (ia) ~~Partnership Minimum Gain Chargeback. Notwithstanding~~ If a JV Partner would at any ~~other provision of~~ time receive, but for this Section ~~6.1~~3.2(a), an allocation of deduction, loss, or expenditure that would cause or increase a deficit balance in such JV Partner’s Capital Account in excess of any amount of such deficit balance that the JV Partner is obligated to restore or deemed obligated to restore (as determined in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(c)), then the portion of such allocation that would cause or increase such deficit Capital Account balance will be specially allocated to the other JV Partners, if any, with positive Capital Account balances in proportion to such balances. The loss limitation under this Section 3.2(a) is intended to comply with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), including the reductions described in subparagraphs (4), (5) and (6) therein. (b) If in any Fiscal Year a JV Partner receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Joint Venture income and gain will be specially allocated to each such JV Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such JV Partner as quickly as possible provided that an allocation pursuant to this Section 3.2(b) will be made only if and to the extent that such JV Partner would have a Capital Account deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.2(b) were not in the Agreement. This Section 3.2(b) is intended to qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (c) If there is a net decrease in ~~Partnership Minimum Gain~~ minimum gain attributed to the Joint Venture or JV Partner nonrecourse debt minimum gain (determined in accordance with the principles of Treasury Regulation Sections 1.704-2(d) and 1.704-2(i)) during any ~~Partnership~~ Joint Venture taxable ~~period~~year, ~~each Partner shall~~ the JV Partners will be allocated items of ~~Partnership~~ income and gain attributed to the Joint Venture for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated will be determined in accordance with Treasury Regulation Section 1.704-2(f). This Section 3.2(c) is intended to comply with the ~~manner~~ minimum gain chargeback requirements in such Treasury Regulations and ~~amounts~~ will be interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury Regulation Sections 1.704-~~2(f)(6), 1.704-2(g)(2~~2(f) and 1.704-~~2(j)(2)(i~~2(i)(4)~~, or any successor provision. For purposes~~ . (d) The allocation provisions set forth in this Article III and the other provisions of this ~~Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior~~ Agreement relating to the ~~application~~ maintenance of ~~any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is~~ Capital Accounts are intended to comply with ~~the Partnership Minimum Gain chargeback requirement in~~ Treasury Regulation Section 1.704-~~2(f~~1(b) and ~~shall~~ will be interpreted ~~consistently therewith~~and applied in a manner consistent with such Regulations; provided however that such provisions will not affect the economic rights of any JV Partner, including rights to distributions with respect to the Joint Venture. (e) Any special allocations of items of income, gain, loss or deductions pursuant to Sections 3.2(a), (b) and (c) will be taken into account in computing subsequent allocations pursuant to Section 3.1 and this Section 3.2, so that the net amount of any items so allocated will, to the extent possible, be equal to the net amount that would have been allocated to each such JV Partner pursuant to the provisions of this Article III if such special allocations had not occurred. (f) In the event that any fees, interest, or other amounts paid to any JV Partner or any Affiliate thereof pursuant to this Agreement or any other agreement attributed to the Joint Venture with any JV Partner or Affiliate thereof providing for the payment of such amount, and deducted by the Joint Venture in reliance on Section 707(a) and/or 707(c) of the Code, are disallowed as deductions to the Joint Venture on its federal income tax return and are treated as Joint Venture distributions, then: (i) the Net Profits or Net Loss, as the case may be, for the Fiscal Year in which such fees, interest, or other amounts were paid will be increased or decreased, as the case may be, by the amount of such fees, interest, or other amounts that are treated as Joint Venture distributions; and (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall will be allocated ~~items of Partnership income and gain for~~ to the JV Partner to which (or to whose Affiliate) such ~~period (and~~fees, ~~if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii)~~interest, or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effectedother amounts were paid, prior to the ~~application of any other~~ allocations pursuant to ~~this~~ Section ~~6.1(d)~~3.1, an amount of gross income for the Fiscal Year equal to the amount of such fees, interest, or other ~~than Section 6.1(d)(i~~amounts that are treated as Joint Venture distributions. (g) Prior to the allocation of Net Profits and ~~other than an allocation~~ Net Losses pursuant to Section ~~6.1(d)(vi~~3.1, the following allocations shall be made for each Fiscal Year: (i) The holder of the Class A Interest will be specially allocated royalty THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount of royalty payments [* * *] to the aggregate amounts distributable to the holder of the Class A Interest under Section 3.5(b)(i) hereof (without regard to distributions treated as guaranteed payments under such Section) in each Fiscal Quarter in such Fiscal Year. Royalty income allocated to the Class A Interest hereunder will be allocated among the various sources of such royalty income in the same manner as withholding taxes are calculated under the definition of “Deemed Withholding Taxes”. The holder of the Class A Interest will also be specially allocated income for such Fiscal Year in an [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated all income attributable to Glad License Termination Amounts paid for such Fiscal Year; (ii) After the allocations pursuant to Section 3.2(g)(i) are made, the holder of the Class B Interest will be specially allocated royalty income attributable to royalty payments made under the Glad License Agreements for such Fiscal Year in an amount [* * *] royalty payments received under the Glad License Agreements for such Fiscal Year, [* * *] the amount of royalty income allocated to the Class A Interest under Section 3.2(g)(i) for such Fiscal Year. The holder of the Class B Interest will also be specially allocated income for such Fiscal Year [* * *] IP Acquisition Prices with respect to IP Acquisitions, if any, for such Fiscal Year in excess of the aggregate IP Allocation Amounts included in the calculation of the Class A Special Amount and the Class C Special Amount for each Fiscal Quarter in such Fiscal Year; (iii) The holder of the Class C Interest will be specially allocated royalty income attributable to royalty payments made under the JV Sublicense Agreements in such Fiscal Year in an amount of royalty payments [* * *] royalty payments received under the JV Sublicense Agreements for such Fiscal Year. The holder of the Class C Interest will also be specially allocated income for such Fiscal Year in an amount [* * *] of the IP Allocation Amounts with respect to IP Acquisitions for such Fiscal Year and will be specially allocated [* * *] attributable to JV Sublicense Termination Amounts paid for such Fiscal Year; (iv) The Clorox Partners will be specially allocated all deductions arising from the payment of guaranteed payments pursuant to Section 3.5(a) and Section ~~6.1(d)(vii), with respect to~~ 3.5(b) hereof in such ~~taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4)~~ Fiscal Year and shall be ~~interpreted consistently therewith~~specially allocated [* * *] attributable to Prohibited License Amounts received on behalf of the Joint Venture in such Fiscal Year; and (v) Each JV Partner will be specially allocated all deductions arising from the amortization of organizational expenses (within the meaning of Section 709(b) of the Code) incurred by such JV Partner on behalf of the Joint Venture.

Appears in 1 contract

Sources: Joint Venture Agreement (Clorox Co /De/)

Special Allocations. Notwithstanding any other provision of in this Agreement to the contrary, in the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section ~~6.1~~I .704-l(b)(2)(ii)(d)(4), ~~the following special allocations shall be made for each taxable period:~~ (i5) ~~Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~or (6) with respect to such Partner's Capital Account that causes or increases an Adjusted Capital Account Deficit with respect to such Partner, ~~if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated~~ items of Partnership income and gain ~~for~~ shall be specially allocated to each such ~~period (and~~Partner in an amount and manner sufficient to eliminate, ~~if necessary~~to the extent required by the Treasury Regulations, ~~subsequent periods) in~~ the ~~manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s~~ Adjusted Capital Account ~~balance shall be determined, and the allocation~~ Deficit of ~~income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to~~ such ~~taxable period (other than~~ Partner as quickly as possible; provided that an allocation pursuant to this provision (d) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section ~~6.1(d)(vi~~19 have been tentatively made as if this provision (d) ~~and Section 6.1(d)(vii))~~were not in this Agreement. This Section ~~6.1(d)(i~~19(d) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations Section 1.704-1 (b)(2)(ii)(d) and shall be interpreted consistently therewith. "Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Period, after giving effect to the following adjustments: (a) credit to such Capital Account any amounts that such Partner is obligated to restore or is deemed to be obligated to restore pursuant to the Treasury Regulations under Section 704 of the Code and (b) debit to such Capital Account the items described in Treasury Regulations Sections 1 ..704-l(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the ~~Partnership Minimum Gain chargeback requirement in~~ provisions of Treasury ~~Regulation~~ Regulations Section 1.704-~~2(f~~1 (b)(2)(ii)(d) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

Appears in 1 contract

Sources: Limited Partnership Agreement (Universal City Development Partners LTD)

Special Allocations. (a) Notwithstanding any other provision of this Operating Agreement, the following allocations shall be made for each Fiscal Year or other period: (i) Notwithstanding any other provision of this Section ~~6.1, the following special allocations shall be made for each taxable period: (i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1~~6.04, if there is a net decrease in ~~Partnership~~ Company Minimum Gain during any ~~Partnership~~ taxable period, each ~~Partner~~ Member shall be allocated items of ~~Partnership~~ Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in ~~Treasury Regulation Sections~~ Treas. Reg. § 1.704-~~2(f)(6~~2(f), ~~1.704-2(g)(2~~(g)(2) and ~~1.704-2(j)(2)(i~~(j)~~, or any successor provision~~. For purposes of this Section ~~6.1(d)~~6.04, each ~~Partner~~Member’s ~~Adjusted~~ Capital Account ~~balance~~ shall be ~~determined,~~ determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this ~~Section 6.1(d)~~ Article 6 with respect to such taxable ~~period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii))~~period. This Section ~~6.1(d)(i~~6.04(a)(i) is intended to comply with the ~~Partnership Minimum Gain~~ partnership minimum gain chargeback requirement in ~~Treasury Regulation Section~~ Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith. (ii) ~~Chargeback of Partner Nonrecourse Debt Minimum Gain.~~ Notwithstanding the other provisions of this Section ~~6.1~~ 6.04 (other than ~~Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4~~6.04(a)(i) above), if there is a net decrease in ~~Partner~~ Member Nonrecourse Debt Minimum Gain during any ~~Partnership~~ taxable period, any ~~Partner~~ Member with a share of ~~Partner~~ Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of ~~Partnership~~ Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in ~~Treasury Regulation Sections~~ Treas. Reg. § 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii~~(j)(2)~~, or any successor provisions~~. For purposes of this Section ~~6.1(d)~~6.04, each ~~Partner~~Member’s Adjusted Capital Account balance shall be determined, and the allocation of income or and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section ~~6.1(d~~6.04(a), other than Section ~~6.1(d)(i~~6.04(a)(i) ~~and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)~~above, with respect to such taxable period. This Section ~~6.1(d)(ii~~6.04(a)(ii) is intended to comply with the Member nonrecourse debt minimum gain chargeback ~~of items of income and gain~~ requirement in ~~Treasury Regulation Section~~ Treas. Reg. § 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii). (iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Operating Agreement. (v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their Percentage Interests. (vi) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. § 1.704-2(i) or Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.

Appears in 1 contract

Sources: Operating Agreement (OTG EXP, Inc.)

Special Allocations. Notwithstanding any ~~other provision~~ provisions of ~~this~~ Section ~~6.1~~5.1, the following special allocations shall be ~~made for each taxable period~~made, to the least extent necessary to satisfy section 704(b) of the Code and the Regulations promulgated thereunder, in the following order: (ia) ~~Partnership~~ Minimum Gain ~~Chargeback~~Chargeback (Nonrecourse Liabilities). ~~Notwithstanding any other provision of this Section 6.1, if~~ If there is a net decrease in Partnership Minimum Gain ~~during~~ for any ~~Partnership taxable period~~LLC fiscal year (except as a result of conversion or refinancing of LLC Indebtedness, certain capital contributions or revaluation of the LLC property as further outlined in Regulation Sections 1.704-2(d)(4), (f)(2) or (f)(3)), each ~~Partner~~ Member shall be specially allocated items of ~~Partnership~~ LLC income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to that Member's share of the ~~manner and amounts provided~~ net decrease in ~~Treasury~~ Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation ~~Sections~~ Section 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This ~~Section 6.1(d)(i~~paragraph (a) is intended to comply with the ~~Partnership Minimum Gain~~ minimum gain chargeback requirement in ~~Treasury Regulation Section 1.704-2(f)~~ said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to those paragraph (a) shall be made in proportion to the respective amounts required to be allocated to each partner pursuant hereto. (iib) ~~Chargeback of~~ Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt ~~Minimum Gain. Notwithstanding the other provisions of this Section 6.1~~ during any fiscal year (other than ~~Section 6.1(d)(i))~~due to the conversion, ~~except~~ refinancing or other change in the debt instrument causing it to become partially or wholly nonrecourse, certain capital contributions, or certain revaluations of Partnership property (as ~~provided~~ further outlined in ~~Treasury~~ Regulation Section 1.704-2(i)(4)), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period each Member shall be specially allocated items of ~~Partnership~~ LLC income and gain for such ~~period~~ year (and, if necessary, subsequent ~~periods~~years) in an amount equal to the ~~manner and amounts provided~~ Member's share of the net decrease in ~~Treasury~~ the Minimum Gain Attributable to Member Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation ~~Sections~~ Section 1.704-2(i)(4) and ~~1.704-2(j)(2)(ii~~(j)(2), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This ~~Section 6.1(d)(ii~~paragraph (b) is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in said section of ~~items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4)~~ the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph (b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

Appears in 1 contract

Sources: Operating Agreement (Trump Communications LLC)

Special Allocations. ~~Notwithstanding~~ At the end of each Fiscal Year of the Partnership and notwithstanding any other provision of this Section ~~6.1~~4.01, the following special allocations shall be made for ~~each taxable period~~both Capital Account and for federal income tax purposes unless otherwise provided: (i) In accordance with the ordering rules of Treasury Regulation section 1.704-2(j), items of gross income and realized gain first shall be allocated in an amount and in a manner that complies with the “chargeback” requirement of Treasury Regulation section 1.704-2(i)(4), the “qualified income offset” requirement of Treasury Regulation section 1.704-1(b)(2)(ii)(d), and the “minimum gain chargeback” requirement of Treasury Regulation section 1.704-2(f). Further, any “partner nonrecourse deductions within the meaning of Treasury Regulation section 1.704-2(i)(2) attributable to “partner nonrecourse debt” shall be allocated to the Partner who bears the “economic risk of loss” for such debt in accordance with Treasury Regulation section 1.704-2(i). If a Partner receives an allocation under this paragraph (i), to the extent possible the Partnership ~~Minimum Gain Chargeback. Notwithstanding any~~ shall adjust allocations of other ~~provision~~ items to the Partners in the current, and to the extent necessary, future accounting periods, so as to place the Partners in as nearly as possible the same position as though these provisions were not a part of this Agreement. (ii) If a taxing authority ignores the characterization of any amounts paid to a Partner (or an Affiliate thereof) as salaries, management fees, commissions or other compensation for services (“Compensation”), and refuses to treat such payments as either guaranteed payments within the meaning of Code Section ~~6.1~~707(c) or payments made to such Partner other than in such Partners capacity as a Partner within the meaning of Code Section 707(a), ~~if there is~~ and such taxing authority ultimately treats such amounts paid to a ~~net decrease in~~ Partner (or an Affiliate thereof) as a distribution to such Partner for federal income tax purposes which reduces such Partner’s Capital Account, then the Compensation shall be treated as an allocation of an item of income or gain of the Partnership ~~Minimum Gain during any Partnership taxable period~~to the recipient Partner so that, ~~each~~ consistent with the intent of the Partners, the Compensation shall not be treated as a distribution which reduces the recipient Partner’s Capital Account. Accordingly, such Partner shall be allocated the first available items of Partnership income and gain ~~for such period~~ (~~and, if necessary, subsequent periods~~including in a succeeding year) in a amount equal to the ~~manner and amounts provided in~~ Compensation. (iii) If the Partnership owns (a) any property contributed by a Partner that had a fair market value different from its adjusted basis for federal income tax purposes on the date of the contribution or (b) any property that has been revalued pursuant to Treasury Regulation ~~Sections~~ section 1.704-~~2(f)(6~~1(b)(2)(iv)(f), ~~1.704-2(g)(2)~~ then for federal income tax purposes only and ~~1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted~~ not for Capital Account ~~balance shall be determined~~purposes, ~~and the allocation of income~~ any income, gain, loss or ~~gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d)~~ deduction with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period property shall be allocated ~~items of Partnership income and gain for such period (and, if necessary, subsequent periods)~~ among the Partners in ~~the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4~~accordance with Code Section 704(c) and ~~1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and~~ the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury ~~Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith~~Regulations thereunder.

Appears in 1 contract

Sources: Limited Partnership Agreement (Lakeview Rehabilitation Group Partners)

Common use of Special Allocations Clause in Contracts