Common use of Tax Allocations Clause in Contracts

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit Holder’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit Holder’s Capital Account or share of ProfitsProfits , Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors Governors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 5.10 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 Unit Holder’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit Holder’s 's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among the Unit Holders Partners so as to take account of any variation between the adjusted basis of such Property property to the Company Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset ValueSection 1.08(r)(l). In the event the Gross Asset Value of any Company Partnership asset is adjusted pursuant to subparagraph (iiSection 1.08(r)(l) of the definition of Gross Asset Valuehereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors Managing General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 3.02(m) 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 Unit Holder’s Person's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with using such allocation method as may be provided by Regulations and selected by the definition Board of Gross Asset Value)Directors. In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (iib) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 5.6 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 Unit Holder’s 's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is determined or adjusted pursuant to subparagraph (i), (ii), or (iv) of the definition of Gross Asset ValueValue in Section 1.10(z) of this Agreement, subsequent allocations of income, gain, loss, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors Board in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit Holder’s Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). . (b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. . (c) Any elections or other decisions relating to such allocations under this Section 6.07 shall be made by the Directors Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 6.07 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 Unit HolderMember’s Capital Account or Account, share of ProfitsNet Profit, Losses, other items, Net Loss or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section CODE SECTION 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit Holder’s 's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(cCODE SECTION 704(C). . (a) In accordance with Code Section 704(c) and the Regulations thereunderunder Code Section 704(c), income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Unitholders so as to take into account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). . (b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (iib)(ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunderunder Code Section 704(c). (c) Allocations pursuant to this Section shall be made as required or permitted by Regulations, Section 1.704-3 pursuant to such method provided therein as may reasonably be designated by the Board. Any elections or other decisions relating to such allocations shall under this Section will be made by the Directors in any manner that the Board reasonably reflects determines to reflect the purpose and intention of this Agreement. Allocations pursuant to under this Section 3.7 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 Unit HolderUnitholder’s Capital Account or share of Profits, Losses, Losses and other items, allocation items or distributions pursuant to Distributions under any provision of this Appendix E or the Agreement.

Tax Allocations. Code Section ss. 704(c)) of the Code. In accordance with Code Section ss. 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset ValueSection 1.24(a) hereof). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (iiSection 1.24(b) of the definition of Gross Asset Valuehereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section ss. 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 10.9 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 Unit Holder’s Member's Capital Account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). . (b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. . (c) Any elections or other decisions relating to such allocations under this Section 6.07 shall be made by the Directors Tax Matters Member in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 6.07 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 Unit Holder’s Member's Capital Account or Account, share of ProfitsNet Profit, Losses, other items, Net Loss or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). . (a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among the Unit Holders Partners so as to take account of any variation between the adjusted basis of such Property property to the Company Partnership for federal income tax purposes and its initial Gross Asset Value Value. (computed in accordance with the definition of Gross Asset Value). b) In the event the Gross Asset Value of any Company Partnership asset is adjusted pursuant to subparagraph clause (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. . (c) Any elections or other decisions relating to such allocations pursuant to this Section 4.5 shall be made by the Directors General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 4.5 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 Unit HolderPartner’s Capital Account or share of Profits, Profits and Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Class A Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit Holder’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c)) . In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit Holder’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, loss and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with fair market value as of the definition date of Gross Asset Value). In the event the Gross Asset Value of contribution. a. If any Company asset is adjusted as a result of re-evaluation pursuant to subparagraph (ii) of the definition of Gross Asset ValueTreasury Regulations Section 1.704-l(b)(2)(f), subsequent allocations of income, gain, loss, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of for such asset for federal income tax purposes and its Gross Asset Value fair market value as of the date of such re-evaluation in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunder. Any elections election or other decisions decision relating to such allocations shall be made by the Directors Board in any manner that reasonably reflects the purpose and intention of this Agreement. . b. Allocations pursuant to this Section 3.7 5 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 Unit HolderMember’s Capital Account or share of Profitsincome, Lossesprofits, gains, losses, expenses, deductions, credits or other items, items or distributions pursuant to any provision provisions of this Agreement.

Tax Allocations. Code Section 704(c). 704(c).‌ In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit Holder’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). (a) In accordance with Code Section §704(c) of the Code and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset ValueValue set forth in Section 1.2 hereof). . (b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Valuethereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take into account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section §704(c) of the Code and the Regulations thereunder. . (c) Any elections or other decisions relating to such allocations shall be made by the Directors Board in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 4.8 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, computing any Unit HolderPerson’s Capital Account or share of Profits, Losses, or other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, loss and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with clause (i) of the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset Property is adjusted pursuant to subparagraph clause (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, loss and deduction with respect to such asset Property shall take account of any variation between the adjusted basis of such asset Property for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 5.1(f) 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 Unit Holder’s Member's Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset ValueSection 1(p)(i) hereof). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (iiSection 1(p)(ii) of the definition of Gross Asset Valuehereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors Board of Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 7.5 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 Unit Holder’s Person's Capital Account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 9.7 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 Unit Holder’s Member's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code (i) For federal, state and local income tax purposes, each item of income, gain, loss, deduction and credit of the Company shall be allocated among the Members as nearly as possible in the same manner as the corresponding item of income, gain, loss or expense is allocated pursuant to Section 704(c5.1(a). , Section 5.1(b), Section 5.1(c) and Section 5.1(d). (ii) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value Value. (computed in accordance with the definition of Gross Asset Value). iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Valuesuch term, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. . (iv) Any elections or other decisions relating to such allocations shall be made by the Directors Members in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 5.1(e) 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 Unit HolderMember’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision provisions of this Agreement.

Tax Allocations. Code Section § 704(c). In accordance with Code Section § 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition Paragraph (r)(i) of Gross Asset ValueAppendix I). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph Paragraph (iir)(ii) of the definition of Gross Asset ValueAppendix I, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section § 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit HolderMember’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among the Unit Holders Partners so as to take account of any variation between the adjusted basis of such Property property to the Company Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset ValueSection 1.32(a) hereof). In the event the Gross Asset Value of any Company Partnership asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset ValueSection 1.32 hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 10.6 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 Unit Holder’s Person's Capital Account or share of ProfitsIncome, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among the Unit Holders Partners so as to take account of any variation between the adjusted basis of such Property property to the Company Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company Partnership asset is adjusted pursuant to subparagraph clause (iib) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the the- same manner as under Code Section 704(c) of the Code and the Treasury Regulations promulgated thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors Management Committee in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 6.05 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 Unit HolderPartner’s Capital Account or share of ProfitsNet Income, LossesNet Loss, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). . (a) In accordance with Code Section § 704(c) and the Treasury Regulations thereunder, income, gain, loss, loss and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value Value. (computed in accordance with the definition of Gross Asset Value). b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph paragraph (ii2) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal Federal income tax purposes and its Gross Asset Value in the same manner as under Code Section § 704(c) and the Treasury Regulations thereunder. . (c) Any elections or other decisions relating to such allocations pursuant to this Section B.7 shall be made by the Directors Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 B.7 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 Unit HolderMember’s Capital Account or share of Profits, Losses, other items, items or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Board of Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit Holder’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, loss and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, purposes be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed as defined in accordance with the definition of Gross Asset ValueCode). In the event the Gross Asset Value of any Company asset Property is adjusted pursuant to subparagraph (ii) as permitted in accordance with the provisions of the definition of Gross Asset ValueTreasury Regulations Section 1.704-1(b)(2)(iv)(f), subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. Any All elections or other decisions relating to such allocations shall be made by the Directors Members, in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 “8.1” are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, computing any Unit HolderMember’s Capital Account or share of Net Profits, Net Losses, other items, items or distributions pursuant to any provision of this Agreement. Except as otherwise required in the Act, the Members shall not have any liability to restore all or any portion of a deficit balance in a Capital Account.

Tax Allocations. Code Section CODE SECTION 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Class A Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit Holder’s 's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c. (a) and the Regulations thereunder, incomeIncome, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among between the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed net fair market value in accordance with Section 1.704-1(b)(2)(iv) of the definition of Gross Asset Value). In Treasury Regulations. (b) If the event the Gross Asset Value value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset ValueSection 8.1, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for federal income tax purposes and its Gross Asset Value adjusted value in the same manner as under Code Section 704(c) of the Code and the Treasury Regulations thereunderunder Sections 704(c) and 704(b) of the Code. Any The Management Committee shall make any elections or other decisions relating to such allocations shall be made by the Directors in any manner that reasonably reflects the purpose and intention of this Agreement. . (c) Allocations pursuant to this Section 3.7 9.3 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 Unit Holder’s Member's Capital Account or its share of Profitsprofits, Losses, other itemslosses, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Member so as to take account of any variation between the adjusted basis of such the Property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition Section 1.27(a) of Gross Asset Valueattached Exhibit 1). In the event If the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (iiSection 1.27(b) of the definition of Gross Asset Valueattached Exhibit 1, subsequent allocations of income, gain, loss, and deduction with respect to such the asset shall take account of any variation between the adjusted basis of such the asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such the allocations shall be made by the Directors Manager in any manner that reasonably reflects the purpose and intention of this the Agreement. Allocations pursuant to this Section 3.7 7.7 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 Unit Holder’s Person's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this the Agreement.

Tax Allocations. Code Section ss. 704(c)) of the Code. In accordance with Code Section ss. 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset ValueSection 1.27(a) hereof). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (iiSection 1.27(b) of the definition of Gross Asset Valuehereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section ss. 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 10.9 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 Unit Holder’s Member's Capital Account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). . (a) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value Value. (computed in accordance with the definition of Gross Asset Value). b) In the event the Gross Asset Value of any Company asset property is adjusted pursuant to subparagraph paragraph (iib) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. . (c) Any elections or other decisions relating to such allocations shall be made by the Directors Members, in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 5.4 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 Unit HolderMember’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(cCODE SECTION 704(C). . (a) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among between the Unit Holders Partners so as to take account of any variation between the adjusted basis of such Property property to the Company Partnership for federal Federal income tax purposes and its initial Gross Asset Value Value. (computed in accordance with the definition of Gross Asset Value). In the event b) If the Gross Asset Value of any Company Partnership asset is adjusted pursuant to subparagraph paragraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal Federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. . (c) Any elections or other decisions relating to such allocations shall be made by the Directors General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 4.6 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 Unit Holder’s Partner's Capital Account or share of ProfitsNet Profit, LossesNet Loss, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). . (a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders Members so as to take account of any variation between the adjusted basis of such Property property to the Company for federal income tax purposes and its initial Gross Asset Value Value. (computed in accordance with the definition of Gross Asset Value). b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph clause (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. . (c) Any elections or other decisions relating to such allocations pursuant to this Section 8.05 shall be made by the Directors Board of Managers in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 8.05 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 Unit HolderMember’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among the Unit Holders Partners so as to take account of any variation between the adjusted basis of such Property property to the Company Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset ValueSection 1.08(r)(I). In the event the Gross Asset Value of any Company Partnership asset is adjusted pursuant to subparagraph (iiSection 1.08(r)(I) of the definition of Gross Asset Valuehereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors Managing General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 3.02(m) 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 Unit Holder’s Person's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code CODE Section 704(c). In accordance with Code CODE Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders 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 Gross Asset Value (computed in accordance with the definition of Gross Asset Value). In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code CODE Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit Holder’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Tax Allocations. Code Section 704(c). In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property property contributed to the capital of the Company Partnership shall, solely for tax purposes, be allocated among the Unit Holders Partners so as to take account of any variation between the adjusted basis of such Property property to the Company Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Valuevalue). In the event the Gross Asset Value of any Company Partnership asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c704 (c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Directors General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 3.7 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 Unit HolderPartner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.