Company Minimum definition

Company Minimum. GAIN" with respect to any taxable year of the Company means the "partnership minimum gain" of the Company computed strictly in accordance with the principles of Section 1.704-2(d) of the Treasury Regulations.

Company Minimum. Gain shall have the same meaning as the term "partnership minimum gain" set forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

Company Minimum. Gain"—As of any date, the amount of gain, if any, that would be recognized by the Company for federal income tax purposes, as if it disposed of property in a taxable transaction on that date in full satisfaction of any nonrecourse liability secured by the property, computed in accordance with Treasury Regulation § 1.704-2(d)(1).

Examples of Company Minimum in a sentence

• Notwithstanding Section 5.2, if a Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)ii)(d)(4),(5) or (6), or any other event creates a deficit balance in such Member’s Capital Account in excess of such Member’s share of Company Minimum Gain, items of Company income and gain shall be specially allocated to such Member so that such excess deficit balance is eliminated as quickly as possible.

• In the event that there is a net decrease during a Fiscal Year in either Company Minimum Gain or Member Nonrecourse Debt Minimum Gain, then notwithstanding any other provision of this Article VI, each Member shall receive such special allocations of items of Company income and gain as are required in order to conform to Regulations Section 1.704-2.

• Except as otherwise provided in Section 1.704-2(f) of the Regulations, in the event there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated (before any other allocation is made pursuant to this Article IX) items of Company income and gain for such year (and, if necessary, for subsequent Fiscal Years) equal to the portion of such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g).

• Notwithstanding the other provisions of this Article IV, if there is a net decrease in Company Minimum Gain (as determined under' Regulations Section 1.704-2(d)) during any Company taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Regulations Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provisions.

• Notwithstanding any other provision of this Section 4, if there is a net decrease in Company Minimum Gain during any Company fiscal year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2).

More Definitions of Company Minimum

Company Minimum. GAIN" is defined in Section 3.5.6 hereof.

Company Minimum. GAIN" has the meaning ascribed to the term "Partnership Minimum Gain" in Regulations Section 1.704-2(d)(1) (and includes the Company's Share of the Company Minimum Gain of each Investment Entity).

Company Minimum. Gain shall have the meaning set forth in Treasury Regulations Section 1.704-2(d). In accordance with Treasury Regulations Section 1.704-2(d), the amount of Company Minimum Gain is determined by first computing, for each nonrecourse liability of the Company, any gain the Company would realize if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and then by aggregating the separately computed gains. A Member's share of Company Minimum Gain shall be determined in accordance with Treasury Regulations Section 1.704-2(g)(1).

Company Minimum. Gain shall mean an amount determined by first computing for each Company Nonrecourse Liability any gain the Company would realize if it disposed of the Company Property subject to that liability for no consideration other than full satisfaction of the liability, and then aggregating the separately computed gains. The amount of Company Minimum Gain includes such minimum gain arising from a conversion, refinancing, or other change to a debt instrument, only to the extent a Member is allocated a share of that minimum gain. For any Taxable Year, the net increase or decrease in Company Minimum Gain is determined by comparing the Company Minimum Gain on the last day of the immediately preceding Taxable Year with the Minimum Gain on the last day of the current Taxable Year. Notwithstanding any provision to the contrary contained herein, Company Minimum Gain and increases and decreases in Company Minimum Gain are intended to be computed in accordance with Section 704 of the Code. A Member’s share of Company Minimum Gain at the end of any Taxable Year shall equal the sum of (i) nonrecourse deductions, if any, allocated to that Member (and to that Member’s predecessors in interest) up to that time (including prior years) and (ii) the distributions made to that Member (and to that Member’s predecessors in interest) up to that time (including prior years) of proceeds of a nonrecourse liability allocable to an increase in Company Minimum Gain minus the sum of (x) that Member’s (and of that Member’s predecessors in interest) aggregate share of the net decreases in company Minimum Gain and (y) that Member’s (and that Member’s predecessors in interest) aggregate share of decreases resulting from Revaluations of Company Property subject to one or more Company Nonrecourse Liabilities.

Company Minimum. Gain shall have the meaning set forth in Treasury Regulations §§1.704-2(b)(2) and 1.704-2(d) for “partnership minimum gain”.

Company Minimum. Gain: the amount computed under Regulations Section 1.704-2(d)(1) with respect to the Company's Nonrecourse Liabilities. Computation Date: the date as of which any computation is made. Conveyance Property: the Essential Ski Property and the Village Core (to the extent the same are conveyed to the Company pursuant to the Real Estate Purchase Agreement), except any parcel in the Village Core as to which the Project Commencement Date has occurred as of the date Booth Creek gives Notice of a Funding Default under 3.1[d] or its election to exercise the Break-Up Remedy under 13.9[a], as the case may be. Deadlock: the continued disagreement between EWRD V and Booth Creek concerning material matters relating to the Company's business, such that, notwithstanding the satisfaction by Booth Creek of its obligation [a] to act reasonably as to matters governed by 6.3 and [b] to act in good faith as to matters governed by 6.4, the Company is unable to proceed in a reasonable manner with the completion of the Project, and the continuation of such condition for a period of at least 12 months, as determined either by the agreement of EWRD V and Booth Creek or by an arbitrator under the Arbitration Agreement. Depreciation: for each taxable year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for the year or other period, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of the year or other period, Depreciation will be an amount which bears the same ratio to the beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for the year or other period bears to the beginning adjusted tax basis, but if the federal income tax depreciation, amortization, or other cost recovery deduction for the year or other period is zero, Depreciation will be determined with reference to the beginning Book Value using any reasonable method selected by the Manager. Dissolution: the happening of any of the events set forth in 11.1.

Company Minimum. GAIN" has the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d)(1) for the phrase "partnership minimum gain."