Company Nonrecourse Liabilities definition

Company Nonrecourse Liabilities means nonrecourse liabilities (or portions thereof) of the Company for which no Member bears the economic risk of loss in accordance with applicable Treasury Regulations.
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Company Nonrecourse Liabilities means nonrecourse liabilities (or portions thereof) of the Company for which no Member or related person bears economic risk of loss. "Dissolution Date" shall have the meaning assigned to it in Section 10.1. "Entity" shall mean any foreign or domestic general partnership, limited partnership, limited liability company, corporation, joint enterprise, trust, business trust, employee benefit plan, cooperative or association. "Internal Revenue Code" shall mean the Internal Revenue Code of 1986 and any comparable successor statute or statutes thereto, as amended from time to time. "Member" shall mean any person executing this Company Agreement as of the date of this Company Agreement as a member or hereafter admitted to the Company as a member as provided in this Company Agreement. "Organizational Costs" shall have the meaning assigned to it in Section 4.6(b). "Person" shall mean an individual corporation, custodian, trustee, executor, administrator, nominee or entity in a representative capacity, partnership, limited partnership, limited liability company, foreign limited liability company, trust, estate. "Sharing Percentage" shall mean the sharing percentage of each Member as it relates to such Member's respective membership interests.
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Company Nonrecourse Liabilities means nonrecourse liabilities (or portions thereof) of the Company as defined in Treasury Regulations Section 1.752-1(a)(2) or Treasury Regulations Section 1.752-7 liabilities (as defined in Treasury Regulations Section 1.752-7(b)(3)(i)) assumed by the Company from a Member.
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Examples of Company Nonrecourse Liabilities in a sentence

  • Nonrecourse liabilities include Company Nonrecourse Liabilities and Member Nonrecourse Liabilities.

  • Nonrecourse Liabilities include Company Nonrecourse Liabilities and Partner Nonrecourse Liabilities.

  • Nonrecourse Liabilities include Company Nonrecourse Liabilities and Member Nonrecourse Liabilities.

  • Notwithstanding any other provision of this Section 4.1, if there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities 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 Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i) of the Treasury Regulations, or any successor provisions.

  • Items of Company loss, deduction, or Code Section 705(a)(2)(B) expenditure that are attributable to Company Nonrecourse Liabilities (“Company Nonrecourse Deductions”) shall be allocated among the Members in accordance with Section 5.2 of the Agreement.

  • Any Company Minimum Gain allocated pursuant to this Section 8.02.1 shall consist of first, gains recognized from the disposition of Company assets subject to one or more Company Nonrecourse Liabilities, and second, if necessary, a pro rata portion of the Company's other items of income or gain for that year.

  • For purposes of Section 1.752-3(a)(3) of the Treasury Regulations, the Members agree that Company Nonrecourse Liabilities in excess of the sum of (A) the amount of Minimum Gain attributable to Company Nonrecourse Liabilities and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Members in accordance with their respective shares of Net Income of the Company as determined by the mutual agreement of the parties.

  • The Company Minimum Gain charge back shall consist first of income and gain from the disposition of Property of the Company subject to Company Nonrecourse Liabilities, with the remainder of the Company Minimum Gain chargeback, if any, made up of a pro rata portion of the Company’s other items of income and gain for such year, and shall be determined in accordance with Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provisions.

  • Except as provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Section 6.2, if there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities 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 for in the applicable provisions of Regulations Sections 1.704-2(f), (g) and (j).

  • Notwithstanding the preceding sentence, (i) allocations of Member Nonrecourse Deductions shall not be taken into account hereunder except to the extent that there has been a net decrease in Minimum Gain attributable to Member Nonrecourse Debt and (ii) allocations of Company Nonrecourse Deductions shall not be taken into account hereunder except to the extent there has been a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities.


More Definitions of Company Nonrecourse Liabilities

Company Nonrecourse Liabilities means “nonrecourse liabilities” as characterized under Section 1.704-2(b)(3) of the Treasury Regulations. Subject to the foregoing sentence, Company Nonrecourse Liabilities means liabilities of the Company (or a portion thereof) with respect to which none of the Members bears the Economic Risk of Loss (other than through the Member’s indirect interest as a Member in the Company assets subject to the liability). Any liability of the Company to a Member and any liability guaranteed by a Member or with respect to which a Member has pledged personal assets (to the extent the Member may bear the burden of an economic loss attributable to the liability) shall not be classified as a Company Nonrecourse Liability.
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Company Nonrecourse Liabilities means "nonrecourse liabilities" as characterized under Section 1.704-2(b)(3) of the Treasury Regulations. Subject to the foregoing sentence, Company Nonrecourse Liabilities means liabilities of the Company (or a portion thereof) with respect to which none of the Members bears the Economic Risk of Loss (other than through the Member's indirect interest as a Member in the Company Property subject to the liability). Any liability of the Company to a Member and any liability guaranteed by a
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Related to Company Nonrecourse Liabilities

  • Nonrecourse Liabilities has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

  • Nonrecourse Liability has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

  • Recourse Liabilities means the amount of liabilities owed by the Partnership (other than Nonrecourse Liabilities and liabilities to which Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-(2)(i) of the Regulations).

  • Member Nonrecourse Debt Minimum Gain means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

  • Member Nonrecourse Debt has the meaning of “partner nonrecourse debt” set forth in Treasury Regulations Section 1.704-2(b)(4).

  • Nonrecourse Obligation means indebtedness or other obligations substantially related to (i) the acquisition of assets not previously owned by the Company or any Restricted Subsidiary or (ii) the financing of a project involving the development or expansion of properties of the Company or any Restricted Subsidiary, as to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any Restricted Subsidiary or any assets of the Company or any Restricted Subsidiary other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

  • Nonrecourse Indebtedness means, with respect to a Person, Indebtedness for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.

  • Partner Nonrecourse Debt Minimum Gain has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).

  • Partner Nonrecourse Debt has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).

  • Nonrecourse Built-in Gain means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section 6.2(b) if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

  • Nonrecourse Debt means any Company liability to the extent that no Member or related Person bears the economic risk of loss for such liability under Section 1.752-2 of the Treasury Regulations.

  • Capitalized Lease Liabilities means the principal portion of all monetary obligations of the Borrower or any of its Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

  • Member Nonrecourse Deductions has the meaning of “partner nonrecourse deductions” set forth in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

  • Member Nonrecourse Deduction means “partner nonrecourse deduction” as defined in Treasury Regulations Section 1.704-2(i), substituting the term “Member” for the term “partner” as the context requires.

  • Common expense liability means the liability for common

  • Partnership Minimum Gain has the meaning set forth in Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

  • Partner Nonrecourse Deductions has the meaning set forth in Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership taxable year shall be determined in accordance with the rules of Regulations Section 1.704-2(i)(2).

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Nonrecourse Deduction has the meaning assigned to that term in Treasury Regulation Section 1.704-2(b).

  • Member Minimum Gain means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

  • Company Minimum Gain has the meaning given the term “partnership minimum gain” in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Nonrecourse Deductions has the meaning set forth in Section 1.704-2(b)(1) of the Regulations.

  • Recourse Amount Has the meaning specified in Section 17.10 of the Participation Agreement.

  • Unfunded Vested Liabilities means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.

  • Minimum Gain means “partnership minimum gain” determined pursuant to Treasury Regulation Section 1.704-2(d).