Common use of Tax and Regulatory Compliance Clause in Contracts

Tax and Regulatory Compliance. 1. Income, gain, loss and deductions shall be allocated for income tax purposes generally in the manner in which the corresponding Profit and Loss is credited or debited (as the case may be) to their respective Capital Accounts; provided, however, that any difference between the Adjusted Asset Value and adjusted tax basis of any asset shall be reconciled, solely for income tax purposes, in accordance with the principles of Code Section 704(c) using any method permitted by the Treasury Regulations and selected by the Manager. 2. Notwithstanding the allocations set forth in Section 5.1, profits, losses and items thereof shall be allocated to the Members in the manner and to the extent required by the Treasury Regulations under Section 704(b) of the Code, including without limitation, the provisions thereof dealing with Company minimum gain chargebacks, Member minimum gain chargebacks, qualified income offsets, Company nonrecourse deductions, Member nonrecourse deductions, and the provisions dealing with deficit capital accounts in Sections 1.704-2(g)(1), 1.704-2(i)(5), and 1.704-1(b)(2)(ii)(d). The Members shall exercise the utmost good faith in cooperating to amend this Agreement to effect the changes, if any, recommended by the professional tax advisers of the Company to cause compliance with Code Section 704(b) and the Treasury Regulations promulgated thereunder.

Tax and Regulatory Compliance. 1. Income, gain, loss and deductions shall be allocated for income tax purposes generally in the manner in which the corresponding Profit Profit and Loss is credited or debited (as the case may be) to their respective Capital Accounts; provided, however, that any difference difference between the Adjusted Asset Value and adjusted tax basis of any asset shall be reconciled, solely for income tax t ax purposes, in accordance with the principles of Code Section 704(c) using any method permitted by the Treasury Regulations and selected by the Manager. 2. Notwithstanding the allocations set forth in Section 5.1, profitsprofits, losses and items thereof shall be allocated to the Members in the manner and to the extent required by the Treasury Regulations under Section 704(b) of the Code, including without limitation, the provisions thereof dealing with Company minimum gain chargebacks, Member minimum gain chargebacks, qualified income offsets, Company nonrecourse deductions, Member nonrecourse deductions, and the provisions dealing with deficit deficit capital accounts in Sections 1.704-2(g)(1), 1.704-2(i)(5), and 1.704-1(b)(2)(ii)(d). The Members shall exercise the utmost good faith in cooperating to amend this Agreement to effect effect the changes, if any, recommended by the professional tax advisers of the Company to cause compliance with Code Section 704(b) and the Treasury Regulations promulgated thereunder.

Tax and Regulatory Compliance. 1. Income, gain, loss and deductions shall be allocated for income tax purposes generally in the manner in which the corresponding Profit Profit and Loss is credited or debited (as the case may be) to their respective Capital Accounts; provided, however, that any difference difference between the Adjusted Asset Value and adjusted tax basis of any asset shall be reconciled, solely for income tax purposes, in accordance with the principles of Code Section 704(c) using any method permitted by the Treasury Regulations and selected by the Manager. 2. Notwithstanding the allocations set forth in Section 5.1, profitsprofits, losses and items thereof shall be allocated to the Members in the manner and to the extent required by the Treasury Regulations under Section 704(b) of the Code, including without limitation, the provisions thereof dealing with Company minimum gain chargebacks, Member minimum gain chargebacks, qualified income offsets, Company nonrecourse deductions, Member nonrecourse deductions, and the provisions dealing with deficit deficit capital accounts in Sections 1.704-2(g)(1), 1.704-2(i)(5), and 1.704-1(b)(2)(ii)(d). The Members shall exercise the utmost good faith in cooperating to amend this Agreement to effect effect the changes, if any, recommended by the professional tax advisers of the Company to cause compliance with Code Section 704(b) and the Treasury Regulations promulgated thereunder.