Tax Allocations and Other Tax Matters. Except as otherwise provided herein, each item of income, gain, loss and deduction recognized by the Partnership shall be allocated among the Partners for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Partners’ Capital Accounts or as otherwise provided herein, provided that the General Partner may adjust such allocations as may be necessary or desirable to maintain substantial economic effect, or to ensure that such allocations are in accordance with
Tax Allocations and Other Tax Matters. (a) For each Taxable Year of the Fund, items of income, deduction, gain, loss or credit will be allocated for federal income tax purposes among the Members in a manner so as to reflect equitably amounts credited or debited to each Member's Capital Account for the current and prior Taxable Years (or relevant portions of those years). Allocations under this Section 5.7 will be made in accordance with the principles of sections 704(b) and 704(c) of the Code, and in conformity with Treasury Regulations promulgated under these sections, or the successor provisions to such sections and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, the Fund will allocate to the Members those gains or income necessary to satisfy the "qualified income offset" requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).
(b) If the Fund realizes capital gains (including short-term capital gains) or ordinary income for U.S. federal income tax purposes for any Taxable Year during or as of the end of which one or more Positive Basis Members (as defined in this Section 5.7) withdraw from the Fund under Articles IV or VI of this Agreement, the Managing Member, in its sole discretion, may elect to allocate such gains or income as follows:
(i) to such Positive Basis Members, in proportion to the respective Positive Basis (as defined in this Section 5.7) of each such Positive Basis Member, until either the full amount of such gains or income has been so allocated or the Positive Basis of each such Positive Basis Member has been eliminated, and (ii) to allocate any gains or income not so allocated to Positive Basis Members to the other Members in a manner that reflects equitably the amounts credited to the Members' Capital Accounts under Section 5.4.
(c) If the Fund realizes capital losses (including short-term capital losses) or ordinary losses for U.S. federal income tax purposes for any Taxable Year during or as of the end of which one or more Negative Basis Members (as defined in this Section 5.7) withdraw from the Fund under Articles IV or VI of this Agreement, the Managing Member, in its sole discretion, may elect to allocate such losses as follows: (i) to such Negative Basis Members, in proportion to the respective Negative Basis (as defined in this Section 5.7) of each such Negative Basis Member, until either the full amount of such losses has been so allocated or the Negative Basis of each Negative Basis Member has been eliminated, and (ii) to...
Tax Allocations and Other Tax Matters. (a) Except as provided in Section 9.3(b) hereof, for income tax purposes, each item of income, gain, loss, deduction and credit shall be allocated among the Members in the same manner as its correlative item of book income, gain, loss, deduction or credit is allocated pursuant to Section 5.4.
(b) Code Sec. 704(c)
Tax Allocations and Other Tax Matters. Except as otherwise provided herein, each item of income, gain, loss, credit and deduction recognized by the Fund shall be allocated among the Partners for U.S. federal, state and local income tax purposes, to the extent permitted under the Code and the Treasury Regulations, in the same manner that each such item is allocated to the Partners’ Capital Accounts. Notwithstanding the foregoing, the General Partner shall have the power to adjust allocations made pursuant to this Section 6.10 as may be necessary to maintain substantial economic effect, or to ensure that such allocations are in accordance with the interests of the Partners in the Fund, in each case within the meaning of the Code and the Treasury Regulations. Tax credits shall be allocated in good faith by the General Partner. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined in good faith by the General Partner. The General Partner may in its discretion cause the Fund to make the election under Section 754 of the Code. The General Partner is hereby designated as the tax matters partner of the Fund, as provided in the Treasury Regulations pursuant to Section 6231 of the Code and any similar provisions under any other state or local or non-U.S. tax laws. Each Partner hereby consents to such designation and agrees that upon the request of the General Partner it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The General Partner shall not permit the Fund to elect, and the Fund shall not elect, to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations Section 301.7701 -3(a) or under any corresponding provision of state or local law.
Tax Allocations and Other Tax Matters. (a) Except as otherwise provided herein, the income, gains, losses, credits and deductions recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes, to the extent permitted under the Code and the Treasury Regulations, in the same manner that each such item is allocated to the Members’ Capital Accounts under Section 5.6 and Section 5.7, except as provided in Section 5.8(b) and Section 5.8(c) below. Notwithstanding the foregoing, the Manager shall have the power to adjust allocations made pursuant to this Section 5.8 as may be appropriate or necessary to maintain substantial economic effect, or to ensure that such allocations are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits shall be allocated in good faith by the Manager. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined in good faith by the Manager after consultation with the Members. The Manager may in its reasonable discretion after consultation with the Members cause the Company to make the election under Section 754 of the Code. The Manager shall not permit the Company to elect, and the Company shall not elect, to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations Section 301.7701-3(a) or under any corresponding provisions of state or local law.
(b) If property is contributed to the Company by a Member and there is a difference between the basis of such property to the Company for federal income tax purposes and the Fair Market Value at the time of its contribution, then items of income, gain, deduction and loss with respect to such property, as computed for federal income tax purposes (but not for book purposes), shall be allocated in any permitted manner determined by the Manager (including, without limitation, any remedial or curative allocation methods permitted under Section 704(c) of the Code and the Treasury Regulations thereunder) among the Members so as to take account of such book/tax difference as required by Section 704(c) of the Code.
(c) If property (other than property described in Section 5.8(b) hereof) of the Company is reflected in the Capital Accounts of the Members and on the boo...
Tax Allocations and Other Tax Matters. Except as otherwise provided herein, the income, gains, losses and deductions recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes, to the extent permitted under the Code and the Treasury Regulations, in the same manner that each such item is allocated to the Members’ Capital Accounts. Notwithstanding the foregoing, the Manager shall have the power to adjust allocations made pursuant to this Section 5.6 as may be necessary to maintain substantial economic effect, or to ensure that such allocations are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits shall be allocated in good faith by the Manager. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined in good faith by the Manager. The Manager is hereby designated as the tax matters partner of the Company, as provided in the Treasury Regulations pursuant to section 6231 of the Code and any similar provisions under any other state or local or non-U.S. tax laws. Each Member hereby consents to such designation and agrees that upon the request of the Manager it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. The Manager shall not permit the Company to elect, and the Company shall not elect, to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury Regulations section 301.7701-3(a) or under any corresponding provision of state or local law.
Tax Allocations and Other Tax Matters. Except as otherwise provided in the following sentence, each item of income, gain, loss and deduction recognized by the Company shall be allocated among the Members, for U.S. federal, state and local income tax purposes, to the extent permitted under the Code and the Treasury Regulations, in the same manner that each such item is allocated to the Members’ Capital Accounts, provided that the Managers may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, within the meaning of the Code and the Treasury Regulations. Each item of income, gain, loss and deduction with respect to property contributed to the Company shall be allocated in accordance with the principles of section 704(c) and section 737 of the Code and the Treasury Regulations thereunder. Tax credits and tax recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). The Managers shall have the power, in their sole discretion, to (a) cause an election under section 754 of the Code to be made with respect to the Company, (b) determine the method (or methods) adopted by the Company for making any income tax allocations required by section 704(c) of the Code or the Treasury Regulations thereunder, and (c) determine all other tax matters relating to the Company, including accounting procedures, not expressly provided for by the terms of this Agreement.
Tax Allocations and Other Tax Matters. Subject to any reasonable instructions from the Company Board not inconsistent with applicable law or regulations, the Manager shall:
(i) except as otherwise provided in the Company LLC Agreement, allocate the income, gains, losses, credits and deductions recognized by the Company among the Members for U.S. federal, state and local income tax purposes, to the extent permitted under the U.S. Internal Revenue Code (“Code”) and the Treasury Regulations, in proportion to Members’ respective interests in the Company;
(ii) notwithstanding Section 1.1(i)(i), on a best efforts basis adjust such allocations as may be necessary to maintain substantial economic effect, or to ensure that such allocations are in accordance with the Members’ interests in the Company, in each case within the meaning of the Code and the Treasury Regulations;
(iii) allocate tax credits in good faith; and
(iv) determine in good faith all matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement.
Tax Allocations and Other Tax Matters. The Stock Purchase Contract Agent shall perform all customary tax reporting with respect to all items of income, gain, expense and loss recognized in the Collateral Accounts, to the extent such reporting is required by law, to the Internal Revenue Service authorities in the manner required by law. None of the Securities Intermediary, the Custodial Agent or the Collateral Agent shall have any tax reporting duties hereunder. The Collateral Agent is holding the Collateral Accounts for the benefit of the Company and not for its own account. The Company shall pay or reimburse the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary upon request for any transfer taxes or other taxes relating to the Collateral Accounts incurred in connection herewith and shall indemnify and hold harmless the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary from any amounts that they are obligated to pay in the way of such taxes. Any payments of income from the Collateral Accounts shall be subject to withholding regulations then in force with respect to U.S. taxes. The Company shall provide the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent and the Securities Intermediary with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. Except as otherwise provided herein, the Holder shall be entitled to any interest earnings in the Collateral Accounts. It is understood that the Collateral Agent, the Custodial Agent and the Securities Intermediary shall only be responsible for income reporting with respect to income earned on the Collateral Accounts and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Stock Purchase Contract Agent, the Collateral Agent, the Custodial Agent or the Securities Intermediary.
Tax Allocations and Other Tax Matters
