Special Regulatory Allocations. (a) Section 704(b)
Special Regulatory Allocations. The following special allocations shall be made in the following order and priority.
Special Regulatory Allocations. Notwithstanding any provision in Section 6.02 to the contrary, the following special allocations shall be made in the following order of priority.
Special Regulatory Allocations. Except as otherwise provided in this Agreement, the following special regulatory allocations will be made in the following order and priority:
Special Regulatory Allocations. The allocations set forth in Section 11.2 and 11.3 are intended to allocate Profits and Losses to the Partners in compliance with the requirements of section 704(b) of the Code and the Regulations promulgated thereunder. If the General Partners reasonably determines that the allocation of Profits or Losses for any period pursuant to the provisions of Section 11.2 and 11.3 does not satisfy either the “substantial economic effect safe harbor” test or “partners interest in a partnership” test of Section 704(b) of the Code or the Regulations promulgated thereunder (including the minimum gain and partner minimum gain chargeback requirements of Section 1.704-2 of the Treasury Regulations and the qualified income offset requirement of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations), then notwithstanding anything to the contrary contained in this Agreement, items otherwise included in the computation of Profits and Losses shall be specially allocated in such manner as the General Partners shall reasonably determine to be required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder; provided, however, that, if the General Partners exercise its authority to make such allocations, then, notwithstanding the other provisions of this Article XI, but subject to Section 704(b) of the Code and the Regulations promulgated thereunder, the General Partners shall reallocate other items of income, gain, deduction, loss, or other items otherwise included in the computation of Profit or Loss among the Partners so as to cause the Partners’ respective separate Capital Accounts to have balances (or as close thereto as possible) they would have if Profit and Loss and all other items of income, gain, deduction or loss were allocated without reference to the allocations permitted by this Section 11.4.
Special Regulatory Allocations. The following Regulatory Allocations shall be made in the following order:
Special Regulatory Allocations. The allocation of income, gain, loss or deduction of the Company pursuant to this Agreement is intended to comply with the Treasury Regulations issued under Section 704(b) of the Code and shall be interpreted consistent with such Treasury Regulations. In addition, the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) that constitute a “qualified income offset” under such section and the “minimum gain chargeback” provisions contemplated by Treasury Regulations Sections 1.704-2(f) and 1.704-2
(i) are incorporated herein by reference. All “non-recourse deductions” (within the meaning of Treasury Regulations Section 1.704-2(b)(1)) shall be allocated to the Shareholders in accordance with their respective interest in the Company. Any “partner non-recourse deductions” (within the meaning of Treasury Regulations Section 1.704-2(i)(1)) shall be allocated to the Shareholder who bears the economic risk of loss with respect to the “partner non-recourse debt” (within the meaning of Treasury Regulations Section 1.704-2(b)(4)) to which such partner non-recourse deductions are attributable. Any special allocations of items of income or gain pursuant to this Section 4.9.3 shall be taken into account in computing subsequent allocations pursuant to Section 4.9.1 above, so that the net amount for any item so allocated and all other items allocated to each Shareholder pursuant to this Agreement shall be equal, to the extent possible, to the net amount that would have been allocated to each such Shareholder pursuant to the provisions of this Agreement if such special allocations had not occurred.
Special Regulatory Allocations. Special allocations provided by various provisions of the Code and Regulations shall be allocated in accordance with the provisions of Exhibit D attached hereto. The allocation rules set forth on Exhibit D shall prevail over those set forth in Section 6.1, above.
Special Regulatory Allocations a. No Adjusted Capital Account Deficit: Any losses allocated pursuant to this Agreement shall not exceed the maximum amount of Losses that can be so 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, the limitations set forth in this Subparagraph 1(a) shall be applied in a manner so as to allocate the maximum permissible loss to each Member under §1.704-1(b)(2)(ii)(d) of the Regulations. Any loss reallocated under this Section shall be taken into account in computing subsequent allocations of income and loss pursuant to Article 6 and this Exhibit D so that the net amount of any item so allocated and the income and losses allocated to each Member pursuant to Article 6 and this Exhibit D, to the extent possible, shall be equal to the net amount that would have been allocated to each such Member pursuant to this Article 6 if no reallocation of losses had occurred under this Section.
Special Regulatory Allocations
