Additional Allocation Provisions. Notwithstanding the foregoing provisions of this Article 6:
Additional Allocation Provisions. Notwithstanding the foregoing provisions of this Article VI:
Additional Allocation Provisions. 26 Section 6.4
Additional Allocation Provisions. 28 Section 6.4. Tax Allocations..................................................30
Additional Allocation Provisions. Notwithstanding the foregoing provisions of this Section 4.3:
(A) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal year, the Unitholders shall be allocated items of Company income and gain for such fiscal year (and, if necessary, for subsequent fiscal years) in accordance with Regulations Section 1.704-2(f) or 1.704-2(i)(4), as applicable. It is intended that this Section 4.3(c)(i)(A) qualify and be construed as a "minimum gain chargeback" and a "chargeback of partner nonrecourse debt minimum gain" within the meaning of such Regulations, which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(A).
(B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the holders of Common Units in accordance with the number of Common Units held by each such Unitholder. Any Member Nonrecourse Deductions for any fiscal year shall be specially allocated to the Unitholder(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704-2(i).
(C) If any Unitholder unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulations Section 1.704-1(b)(2)(ii) (d), to the Unitholder in an amount and manner sufficient to eliminate, to the extent by such Regulations, the Adjusted Capital Account Deficit of the Unitholder as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a "qualified income offset" within the meaning of Regulations 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C).
(D) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (the "Regulatory Allocations") are intended to comply with certain regulatory requirements, including the requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Unitholders so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Unitholder shall be equal to the net amount that woul...
Additional Allocation Provisions. Notwithstanding the foregoing provisions of this Section 4.3:
Additional Allocation Provisions. Notwithstanding the foregoing provisions of this Article 6 the following special allocations shall be made in the following order and priority:
Additional Allocation Provisions. Section 5.06(a) of the Partnership Agreement is hereby deleted in its entirety and replaced by Section 5.06(a), below:
Additional Allocation Provisions. (a) Except as provided below in this Section 4.2, the net profits and net losses of the Partnership, as determined for Federal income tax purposes, shall be allocated in the same manner as Profits and Losses are allocated under Sections 4.1 hereof.
(b) Notwithstanding the foregoing provisions of this Article IV hereof, the aggregate General Partner's interest in each item of Partnership income, gain, loss, deduction or credit shall equal at least 1% of each of those items at all times during the existence of the Partnership. In determining each General Partner's interest in those items, any Limited Partner's interest owned by such General Partner shall not be taken into account.
(c) Notwithstanding the provisions of Article IV hereof, items of Partnership income, gain, loss or deduction, as determined for Federal income tax purposes, shall be specially allocated to the Partners to eliminate the difference between the adjusted tax basis and the book value of such Target Securities, in accordance with the principles of Code ss. 704(c), the Treasury Regulations there-under, and Treasury Regulations ss. 1.704-1(b)(4)(i); provided, however, that in the event of a withdrawal of a Partner, the General Partners other than a withdrawing Partner, acting together by unanimous agreement, shall have reasonable discretion to specially allocate items of Partnership income, gain, loss or deduction, as determined for Federal income tax purposes, first to the withdrawing Partner in order to eliminate any disparity between such withdrawing Partner's adjusted tax basis in its Partnership Interest and its Capital Account immediately prior to such withdrawal.
Additional Allocation Provisions. A. Regulatory Allocations
