Unrealized Receivables. If an Interest Holder’s Interest is reduced (provided the reduction does not result in a complete termination of the Interest Holder’s Interest), the Interest Holder’s share of the Company’s “unrealized receivables” and “substantially appreciated inventory” (within the meaning of Code Section 751) shall not be reduced, so that, notwithstanding any other provision of this Agreement to the contrary, that portion of the Profit otherwise allocable upon a liquidation or dissolution of the Company pursuant to Section 4.4 hereof which is taxable as ordinary income (recaptured) for federal income tax purposes shall, to the extent possible without increasing the total gain to the Company or to any Interest Holder, be specially allocated among the Interest Holders in proportion to the deductions (or basis reductions treated as deductions) giving rise to such recapture. Any questions as to the aforesaid allocation of ordinary income (recapture), to the extent such questions cannot be resolved in the manner specified above, shall be resolved by the Manager.
Unrealized Receivables. If a Member’s Interest is reduced (provided the reduction does not result in a complete termination of the Member’s Interest), the Member’s share of the Company’s “unrealized receivables” and “substantially appreciated inventory” (within the meaning of Code Section 751) shall not be reduced, so that, notwithstanding any other provision of this Agreement to the contrary, that portion of the Profit otherwise allocable upon a liquidation or dissolution of the Company pursuant to this Agreement that is taxable as ordinary income for federal income tax purposes shall, to the extent possible without increasing the total gain to the Company or to any Member, be specially allocated among the Members in proportion to the deductions (or basis reductions treated as deductions) giving rise to such recapture income. Any questions as to the aforesaid allocation of ordinary income, to the extent such questions cannot be resolved in the manner specified above, shall be resolved by the Manager.
Unrealized Receivables. If a Member's share of Profits or capital is reduced (provided the reduction does not result in a complete termination of the Member's Interest), the Member's share of the Company's "unrealized receivables" and "substantially appreciated inventory" (within the meaning of Section 751 of the Code) shall not be reduced, so that, notwithstanding any other provision of this Agreement to the contrary, that portion of the Profit otherwise allocable upon a liquidation or dissolution of the Company pursuant to Section 4.4 hereof which is taxable as ordinary income (recaptured) for federal income tax purposes shall, to the extent possible without increasing the total gain to the Company or to any Member, be specially allocated among the Members in proportion to the deductions (or basis reductions treated as deductions) giving rise to such recapture.
Unrealized Receivables. For purposes of this subchapter, the term ‘‘un- realized receivables’’ includes, to the extent not previously includible in income under the meth- od of accounting used by the partnership, any rights (contractual or otherwise) to payment for—
Unrealized Receivables. In the event of a reduction in a Investing Member's membership Interest (provided such reduction does not result in a complete termination of such Investing Member's Interest), such Investing Member's share of the Company's "unrealized receivables" (within the meaning of Section 751(c) of the Code), if any, shall not be reduced so that the portion of the net profit which is taxable as ordinary income (recaptured) for federal income tax purposes shall, to the extent possible without increasing the total gain to the Company or to any Investing Member, be allocated among the Investing Members in proportion to the deductions (or basis reductions treated as deductions) giving rise to such recapture. Any question as to the aforesaid allocation which cannot be resolved in the manner specified above, shall be resolved by the Manager in its reasonably exercised discretion.
Unrealized Receivables. In the event of a reduction in a Member’s Interest (provided such reduction does not result in a complete termination of such Member’s Interest), such Member’s share of the Company’s “unrealized receivables” (within the meaning of section 751(c) of the Code) shall not be reduced so that the portion of the profit which is taxable as ordinary income (recaptured) for federal income tax purposes shall, to the extent possible without increasing the total gain to the Company or to any Member be allocated among the Members in proportion to the deductions (or basis reductions treated as deductions) giving rise to such recapture. Any questions as to the aforesaid allocation which cannot be resolved in the manner specified above, shall be resolved by the Required Majority of Members in its reasonably exercised discretion.
