Common use of Tax Allocations; Code Section 704(c) Clause in Contracts

Tax Allocations; Code Section 704(c). Except as otherwise provided in this Section 7.05, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article VII. In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company and with respect to reverse Code Section 704(c) allocations described in Treasury Regulations Section 1.704-3(a)(6) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Carrying Value or its Carrying Value determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) (computed in accordance with the definition of Carrying Value) using the traditional allocation method under Treasury Regulations Section 1.704-3(b) (or other method adopted by the WME Directors (or their designee) in accordance with Section 9.01(c) and Section 9.06(a)(vi); provided, however, that no other method may be used in connection with the revaluation of the Carrying Value of Company Property on the Restatement Date). Subject to Section 8.01, Section 9.01(c) and Section 9.06(a)(vi) any elections or other decisions relating to such allocations shall be made by the Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 7.05 and Treasury Regulations Section 1.704-1(b)(4)(i) are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Accounts or share of Net Income, Net Loss, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). Except as otherwise provided in this Section 7.05For U.S. federal, each item state and local income tax purposes, items of income, gain, loss loss, deduction and deduction of the Company for federal income tax purposes credit shall be allocated among to the Members in accordance with the same manner as such allocations of the corresponding items are allocated for book Capital Account purposes under this Article VII. In Sections 5.02 and 5.03, except that in accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company and with respect to reverse Code Section 704(c) allocations described in Treasury Regulations Section 1.704-3(a)(6) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property property to the Company for U.S. federal income tax purposes and its initial Carrying Book Value or its Carrying Book Value determined pursuant to Treasury Regulations Section Regulation 1.704-1(b)(2)(iv)(f) (computed in accordance with the definition of Carrying Book Value) using the traditional allocation method under Treasury Regulations Section Regulation 1.704-3(b) (unless the Manager receives the prior written consent of the Members holding a majority of the Class B Common Units to use a different method permitted in Treasury Regulation Section 1.704-3(c), including, without limitation, the traditional method with curative allocation to be made only upon a sale or other method adopted by the WME Directors (or their designee) in accordance with Section 9.01(c) and Section 9.06(a)(vi); provided, however, that no other method may be used in connection with the revaluation of the Carrying Value distribution of Company Property on the Restatement Dateproperty). Subject to Section 8.01, Section 9.01(c) and Section 9.06(a)(vi) any Any elections or other decisions relating to such allocations shall be made by the Tax Matters Member Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 7.05 5.04(b), Section 704(c) of the Code (and the principles thereof), and Treasury Regulations Section Regulation 1.704-1(b)(4)(i) are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Accounts Account or share of Net Income, Net Loss, other items, or distributions Distributions pursuant to any provision of this Agreement.

Tax Allocations; Code Section 704(c). Except as otherwise provided in this Section 7.05, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article VII. (a) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, gain and loss, and deduction as determined for tax purposes, with respect to any Property property (“Section 704(c) Property”) contributed to the capital Company the Book Value of the Company and with respect to reverse Code Section 704(c) allocations described in Treasury Regulations Section 1.704-3(a)(6) which differs from its adjusted basis for Federal income tax purposes shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal Federal income tax purposes and its initial Carrying Book Value or its Carrying Value determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) (computed in accordance with the definition of Carrying Value) using the traditional allocation any method permitted under Treasury Regulations Section 1.704-3(b3 which the Managers determine is appropriate. (b) (or other method adopted by the WME Directors (or their designee) in accordance with Section 9.01(c) and Section 9.06(a)(vi); provided, however, that no other method may be used in connection with the revaluation of the Carrying Value of Company Property on the Restatement Date). Subject to Section 8.01, Section 9.01(c) and Section 9.06(a)(vi) any Any elections or other decisions relating to such allocations shall be made by the Tax Matters Member Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 7.05 and Treasury Regulations Section 1.704-1(b)(4)(i) 5.4 are solely for purposes of federalFederal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Accounts Account or share of Net IncomeProfit, Net Loss, other items, or distributions pursuant to any provision provisions of this Agreement. (c) In the event of any termination of the Company under Section 708(b)(1)(B) of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section 704(c) Property theretofore contributed by such Member to the Company and still owned by the Company at the time of such termination, provided, however, that the balances in the Members’ respective Capital Accounts in the Company as reconstituted after such deemed liquidation shall in any event equal what such Capital Account balances would have been in the absence of this Section 5.4(c). (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of Xxxxxxx X. Xxxxx, not individually but as Trustee of the Xxxxxxx X. Xxxxx Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated and Xxxxxx X. Xxxxx, not individually but as Trustee of the 2011 Sachs Family Trust.

Tax Allocations; Code Section 704(c). Except as otherwise provided in this Section 7.05, each item of The income, gaingains, loss losses, deductions and deduction expenses of the Company shall be allocated, for federal federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and expenses among such Members for computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and expenses shall be allocated among the Members for tax purposes to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts. Notwithstanding the previous sentence, such items shall be allocated among the Members in a different manner to the same manner as such items are allocated extent required by Code Section 704(c) and the Treasury Regulations thereunder (dealing with contributed property), Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) (dealing with property having a book value different than its tax basis) and 1.704-1(b)(4)(ii) (dealing with tax credit items). The Members agree that, for book purposes under this Article VII. In accordance with of Section 704(c) of the Code and the Treasury Regulations thereunderCode, income, gain, loss, and deduction with respect to tax items attributable to any Property book-tax differences (whether from property contributed to the capital Company or resulting from revaluations of Company property), the Company and with respect to reverse Code Section 704(c) allocations will use the “remedial method” as described in Treasury Regulations Section 1.704-3(a)(63(d) shall, solely for tax purposes, be allocated among unless the Members so as Board directs (subject to take account of any variation between the adjusted basis of such Property to Section 6.12.2.1) the Company for federal income tax purposes and its initial Carrying Value or its Carrying Value determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) (computed in accordance with use a method other than the definition of Carrying Value) using the traditional allocation method under Treasury Regulations Section 1.704-3(b) (or other method adopted by the WME Directors (or their designee) in accordance with Section 9.01(c) and Section 9.06(a)(vi); provided, however, that no other method may be used in connection with the revaluation of the Carrying Value of Company Property on the Restatement Date). Subject to Section 8.01, Section 9.01(c) and Section 9.06(a)(vi) any elections or other decisions relating to such allocations shall be made by the Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreementremedial method. Allocations pursuant to this Section 7.05 and Treasury Regulations Section 1.704-1(b)(4)(i) 4.4 are solely for purposes of federal, state, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Accounts Account or share of Net Incomeprofits, Net Losslosses, other items, items or distributions pursuant to any provision provisions of this Agreement.

Tax Allocations; Code Section 704(c). Except as otherwise provided in this Section 7.05, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article VII. (a) In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, gain and loss, and deduction as determined for tax purposes, with respect to any Property property (“Section 704(c) Property”) contributed to the capital Company the Book Value of the Company and with respect to reverse Code Section 704(c) allocations described in Treasury Regulations Section 1.704-3(a)(6) which differs from its adjusted basis for Federal income tax purposes shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal Federal income tax purposes and its initial Carrying Book Value or its Carrying Value determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) (computed in accordance with the definition of Carrying Value) using the traditional allocation any method permitted under Treasury Regulations Section 1.704-3(b3 which the Managers determine is appropriate. (b) (or other method adopted by the WME Directors (or their designee) in accordance with Section 9.01(c) and Section 9.06(a)(vi); provided, however, that no other method may be used in connection with the revaluation of the Carrying Value of Company Property on the Restatement Date). Subject to Section 8.01, Section 9.01(c) and Section 9.06(a)(vi) any Any elections or other decisions relating to such allocations shall be made by the Tax Matters Member Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 7.05 and Treasury Regulations Section 1.704-1(b)(4)(i) 5.4 are solely for purposes of federalFederal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Accounts Account or share of Net IncomeProfit, Net Loss, other items, or distributions pursuant to any provision provisions of this Agreement. (c) In the event of any termination of the Company under Section 708(b)(1)(B) of the Code, the Company’s deemed liquidating distributions to each Member shall be deemed to include any Section 704(c) Property theretofore contributed by such Member to the Company and still owned by the Company at the time of such termination, provided, however, that the balances in the Members’ respective Capital Accounts in the Company as reconstituted after such deemed liquidation shall in any event equal what such Capital Account balances would have been in the absence of this Section 5.4(c). (d) The Company shall have the authority to make (and abstain from making) all Company elections permitted under the Code, including elections of methods of depreciation and elections under Code Section 754. Without limiting the foregoing, the Company shall file such Section 754 election in connection with the purchase by 2012 DOOH of certain Interests of Gxxxxxx X. Xxxxx, not individually but as Trustee of the Gxxxxxx X. Xxxxx Revocable Trust, Under Declaration of Trust Dated April 24, 1998, as Amended and Restated and Gxxxxx X. Xxxxx, not individually but as Trustee of the 2011 Sachs Family Trust.

Tax Allocations; Code Section 704(c). Except as otherwise provided in this In accordance with Code Section 7.05704(c) and the Regulations thereunder, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under this Article VII. In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company and with respect to reverse Code Section 704(c) allocations described in Treasury Regulations Section 1.704-3(a)(6) shall, solely for tax purposes, be allocated among the Members so as to take into account any variation between the adjusted basis of the property for federal income tax purposes and its fair market value determined in accordance with Regulations Section 1.704-1(b)(2)(iv). In the event the value of any Company asset is adjusted pursuant to a revaluation permitted in Regulations Section 1.704-1(b)(2)(iv)(f), subsequent allocations of income, gain, loss and deduction with respect to such assets shall take account of any variation between the adjusted basis of such Property to the Company assets for federal income tax purposes and its initial Carrying Value or its Carrying Value determined pursuant to Treasury Regulations value in the same manner as under Code Section 1.704-1(b)(2)(iv)(f) (computed in accordance with the definition of Carrying Value) using the traditional allocation method under Treasury Regulations Section 1.704-3(b) (or other method adopted by the WME Directors (or their designee) in accordance with Section 9.01(c704(c) and Section 9.06(a)(vi); provided, however, that no other method may be used in connection with the revaluation of the Carrying Value of Company Property on the Restatement Date)Regulations thereunder. Subject to Section 8.01, Section 9.01(c) and Section 9.06(a)(vi) any Any elections or other decisions relating to such allocations shall be made by the Tax Matters Member Operating Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Any elections or other decisions relating to such allocations shall be made by the Operating Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 7.05 and Treasury Regulations Section 1.704-1(b)(4)(i) 5.6 are solely for purposes of federal, state, state and local taxes and shall not affect, or in any way be taken into account in computing, computing any Member’s Capital Accounts Account or share of Net IncomeProfits, Net LossLosses, or other items, items or distributions pursuant to any provision of this Agreement.