Tax Allocation Adjustments; Distributions After Transfer Sample Clauses

Tax Allocation Adjustments; Distributions After Transfer. In ----------------------------------------- -------------- the event of a Transfer of any Interest, regardless of whether the Transferee becomes a substitute Partner, all items of income, gain, loss, deduction and credit for the fiscal period in which the Transfer occurs shall be allocated for Federal income tax purposes between the Transferor and the Transferee on the basis of the ownership of the Interest at the time the particular item is taken into account by the Partnership for Federal income tax purposes, except to the extent otherwise required by Section 706(d) of the Code. Distributions made on or after the effective date of Transfer shall be made to the Transferee, regardless of when such distributions accrued on the books of the Partnership.
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Tax Allocation Adjustments; Distributions After Transfer. In the event of a Transfer of any Interest, all items of income, gain, loss, deduction, and credit for the fiscal year in which the transfer occurs shall be allocated for federal income tax purposes between the transferor and the transferee on the basis of the ownership of the Interest at the time the particular item shall have accrued. Distributions made on or after the effective date of transfer shall be made to the Permitted Transferee, regardless of when such distributions accrued on the books of the Partnership.
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Tax Allocation Adjustments; Distributions After Transfer. 69 6.5 Certain Affiliate Transferee Transactions Not Deemed Transfers........ 69 6.6 IPO-Call Procedure.................................................... 70 ARTICLE VII EVENTS OF DEFAULT 7.1 Events of Default..................................................... 74 7.2 Remedies of Non-Defaulting Partners................................... 75 ARTICLE VIII
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Tax Allocation Adjustments; Distributions After Transfer. 6.5 Certain Affiliate Transferee Transactions Not Deemed Transfers
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Tax Allocation Adjustments; Distributions After Transfer. 19 ARTICLE VII
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Tax Allocation Adjustments; Distributions After Transfer. In the event of a transfer of any Interest, regardless of whether the transferee becomes a substitute Partner, all items of income, gain, loss, deduction and credit for the fiscal period in which the transfer occurs shall be allocated for U.S. Federal income tax purposes between the transferor and the transferee on the basis of the ownership of the Interest at the time the particular item is taken into account by the Partnership for U.S. Federal income tax purposes and assuming that the taxable income, such as 'subpart F income' under the Code, resulting from ownership of any foreign corporation is taken into account by the Partnership, when the events occur giving rise to such income, except to the extent otherwise required by Section 706(d) of the Code. Distributions made on or after the effective date of transfer shall be made to the transferee, regardless of when such distributions accrued on the books of the Partnership.
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Related to Tax Allocation Adjustments; Distributions After Transfer

  • Anti-Dilution Adjustments; Distributions; Other Events The Exercise Price and the number of Warrant Shares issuable hereunder shall be subject to adjustment from time to time as provided in this Section 6. In the event that any adjustment of the Exercise Price required herein results in a fraction of a cent, the Exercise Price shall be rounded up or down to the nearest one hundredth of a cent.

  • Distributions and Adjustments (a) If any Shares vest subsequent to any change in the number or character of the Common Stock of the Company without additional consideration paid to the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Stock.

  • FORFEITURE ALLOCATION Subject to any restoration allocation required under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are optional in addition to (a) or (b))

  • Profits and Losses Distributions The Member shall treat all of the profits and losses of the Company as its own. All distributions shall be made to the Member at times and in amounts determined by the Member or the Board of Managers. The Company shall not make distributions to the Member if such distribution would violate Section 18-607 of the Act.

  • Tax Allocation Prior to the Closing, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation of the total consideration paid for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Timing and Amount of Allocations of Net Income and Net Loss Net Income and Net Loss of the Partnership shall be determined and allocated with respect to each Partnership Year of the Partnership as of the end of each such year. Subject to the other provisions of this Article 6, an allocation to a Partner of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss.

  • Consideration Adjustment The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

  • Allocation of Net Deferred Interest For any Distribution Date, the Net Deferred Interest on the Mortgage Loans will be allocated among the Classes of Certificates (or, with respect to the Class X Certificates, the Class PO Certificates) in proportion to the excess, if any, for each such Class of (i) the Monthly Interest Distributable Amount accrued at the Pass-Through Rate for such Class, over (ii) the amount of the Monthly Interest Distributable Amount for such Class calculated at the applicable Adjusted Cap Rate for such Class. On each Distribution Date, any amount of Net Deferred Interest allocable to a Class of Certificates (other than the Interest-Only Certificates) on such Distribution Date will be added as principal to the outstanding Class Principal Balance of such Class of Certificates. With respect to the Class X Certificates and each Distribution Date, any amount of Net Deferred Interest added to the Principal Balances of the related Mortgage Loans that is allocated to the Class X Certificates on such Distribution Date will be added as principal to the outstanding Class Principal Balance of the Class PO Certificates.

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