Full Positive Basis definition

Full Positive Basis means, with respect to any completely withdrawing Partner and as of any time of calculation, the amount by which (x) the amount in its Capital Account (determined in accordance with this Agreement) as of such time, plus an amount equal to any deemed distributions to such Partner for U.S. Federal income tax purposes pursuant to Section 752(b) of the Internal Revenue Code resulting from its withdrawal, exceeds (y) its "adjusted tax basis", for U.S. Federal income tax purposes, in its Interest in the Partnership as of such time.
Sample 1Sample 2
Full Positive Basis means, with respect to any completely withdrawing Partner and as of any time of calculation, the amount by which (x) its interest in the Partnership (determined in accordance with Section 1.04) as of such time plus an amount equal to any deemed distributions to such Partner for U.S. Federal income tax purposes pursuant to Section 752(b) of the Code resulting from its withdrawal exceeds (y) its “adjusted tax basis”, for U.S. Federal income tax purposes, in its interest in the Partnership as of such time, (ii) the term “Partial Positive Basis” shall mean, with respect to any partially withdrawing Partner (or Partner receiving a distribution of a portion of its Capital Account) and as of the time of calculation, the amount by which the amount received (or to be received) upon such partial withdrawal or distribution as of such time plus an amount equal to any deemed distributions to such Partner for U.S. Federal income tax purposes pursuant to Section 752(b) of the Code resulting from its withdrawal or distribution exceeds the product of (x) its “adjusted tax basis,” for U.S. Federal income tax purposes, in its interest in the Partnership as of such time and (y) a fraction, the numerator of which is the amount received (or to be received) upon such partial withdrawal or distribution, and the denominator of which is the value of such Partner’s Capital Account immediately prior to such partial withdrawal or distribution and (iii) the term “Positive Basis Partner” shall mean any Partner that withdraws some or all of its interest in the Partnership or who receives a partial distribution in respect of a Capital Account and who has Full Positive Basis or Partial Positive Basis as of the effective date of such withdrawal or distribution (determined prior to any allocations made pursuant to this Section 3.09).
Sample 1Sample 2
Full Positive Basis means, with respect to any Member who has had all of its Units repurchased by the Company and as of any time of calculation, the amount by which (x) the value of its Units as of such time plus an amount equal to any deemed distributions to such Member for Federal income tax purposes pursuant to Section 752(b) of the Code exceeds (y) its "adjusted tax basis," for Federal income tax purposes, in its Units as of such time, (ii) the term "Partial Positive Basis" shall mean, with respect to any Member who has only had some of its Units repurchased by the Company and as of any time of calculation, the amount by which the amount received (or to be received) upon such partial repurchase of Units plus an amount equal to any deemed distribution to such Member for Federal income tax purposes pursuant to Section 752(b) of the Code as of such time exceeds the product of: (a) its "adjusted tax basis," for Federal income tax purposes, in its Units as of such time and (b) a fraction, the numerator of which is the amount received (or to be received) upon such partial repurchase of Units, and the denominator of which is the value of its Units immediately prior to such partial repurchase of Units and (iii) the term "Positive Basis Member" shall mean any Member who has had some or all of its Units repurchased by the Company and who has Full Positive Basis or Partial Positive Basis as of the effective date of the repurchase (determined prior to any allocations made pursuant to this Section).
Sample 1Sample 2

More Definitions of Full Positive Basis

Full Positive Basis means, with respect to any completely withdrawing Partner and as of any time of calculation, the amount by which (x) its interest in the Partnership (determined in accordance with Section 1.04) as of such time plus an amount equal to any deemed distributions to such Partner for U.S. Federal income tax purposes pursuant to Section 752(b) of the Code resulting from its withdrawal exceeds (y) its "adjusted tax basis", for U.S. Federal income tax purposes, in its interest in the Partnership as of such time, (ii) the term "Partial Positive Basis" shall mean, with respect to any partially withdrawing Partner and as of the time of calculation, the amount by which the amount received (or to be received) upon such partial withdrawal as of such time plus an amount equal to any deemed distributions to such Partner for U.S. Federal income tax purposes pursuant to Section 752(b) of the Code resulting from its withdrawal exceeds the product of (x) its "adjusted tax basis," for U.S. Federal income tax purposes, in its interest in the Partnership as of such time and (y) a fraction, the numerator of which is the amount received (or to be received) upon such partial withdrawal, and the denominator of which is the value of such partially withdrawing Partner's Capital Account immediately prior to such partial withdrawal and (iii) the term "Positive Basis Partner" shall mean any Partner that withdraws some or all of its interest in the Partnership and who has Full Positive Basis or Partial Positive Basis as of the effective date of such withdrawal (determined prior to any allocations made pursuant to this Section 3.09).
Sample 1
Full Positive Basis means, with respect to any Member whose Interests are completely repurchased by the Company and as of any time of calculation, the amount by which its interest in the Company as of such time plus an amount equal to any deemed distributions to such Member for U.S. Federal income tax purposes pursuant to Section 752 of the Code resulting from the repurchase of its Interests exceeds its "adjusted tax basis" for U.S. Federal income tax purposes, in its interest in the Company as of such time (ii) the term "Partial Positive Basis" shall mean, with respect to any Member whose Interests are partially repurchased by the Company and as of any time of calculation, the amount by which the amount received (or to be received) upon such partial repurchase as of such time plus an amount equal to any deemed distributions to such Member for U.S. Federal income tax purposes pursuant to Section 752 of the Code resulting from the repurchase of its Interests exceeds the product of (x) its "adjusted tax basis," for U.S. Federal income tax purposes, in its interest in the Company as of such time and (y) a fraction, the numerator of which is the amount received (or to be received) plus an amount equal to any deemed distributions to such Member for U.S. Federal income tax purposes pursuant to Section 752 of the Code upon such partial repurchase, and the denominator of which is the value of such Member's Capital Account(s) whose Interests are partially repurchased by the Company immediately prior to such partial repurchase and (iii) the term "Positive Basis Member" shall mean any Member whose Interests are repurchased by the Company and who has Full Positive Basis or Partial Positive Basis as of the effective date of such repurchase (determined prior to any allocations made pursuant to this Section 5.7).
Sample 1
Full Positive Basis means, with respect to any completely withdrawing Partner and as of any time of calculation, the amount by which (x) its interest in the Partnership (determined in accordance with Section 1.05) as of such time plus an amount equal to any deemed distributions to such Partner for Federal income tax purposes pursuant to Section 752(b) of the Code resulting from its withdrawal exceeds (y) its "adjusted tax basis", for Federal income tax purposes, in its interest in the Partnership as of such time, (ii) the term "Partial Positive Basis" shall mean, with respect to any partially withdrawing Partner (or Partner receiving a distribution of a portion of its Capital Account) and as of the time of calculation, the amount by which the amount received (or to be received) upon such partial withdrawal or distribution as of such time plus an amount equal to any deemed distributions to such Partner for Federal income tax purposes pursuant to Section 752(b) of the Code resulting from its withdrawal or distribution exceeds the product of (x) its "adjusted tax basis," for Federal income tax purposes, in its interest in the Partnership as of such time and (y) a fraction, the numerator of which is the amount received (or to be received) upon such partial withdrawal or distribution, and the denominator of which is the value of such Partner's Capital Account immediately prior to such partial withdrawal or distribution plus an amount equal to any deemed distributions that would be made to such Partner for Federal income tax purposes pursuant to Section 752(b) of the Code if such Partner had completely withdrawn its Capital Account(s) and (iii) the term "Positive Basis Partner" shall mean any Partner that withdraws some or all of its interest in the Partnership or who receives a partial distribution in respect of a Capital Account and who has Full Positive Basis or Partial Positive Basis as of the effective date of such withdrawal or distribution (determined prior to any allocations made pursuant to this Section 3.09).
Sample 1

Related to Full Positive Basis

  • Positive Basis means, with respect to any Partner and as of any time of calculation, the amount by which the total of the Partners’ Capital Accounts as of that time exceeds the Partner’s “adjusted tax basis,” for U.S. federal income tax purposes, in the Partner’s Units in the Partnership as of that time (determined without regard to any adjustments made to the “adjusted tax basis” by reason of any Transfer or assignment of Units, including by reason of death). As used in this Section 5.8, the term “Positive Basis Partner” means any Partner who or that withdraws from the Partnership and who or that has a Positive Basis as of the effective date of the Partner’s withdrawal. As used in this Section 5.8, the term “Negative Basis” means, with respect to any Partner and as of any time of calculation, the amount by which the Partner’s “adjusted tax basis,” for U.S. federal income tax purposes, in the Partner’s Units in the Partnership as of that time (determined without regard to any adjustments made to the “adjusted tax basis” by reason of any Transfer or assignment of Units, including by reason of death, and without regard to such Partner’s share of the liabilities of the Partnership under section 752 of the Code) exceeds the Partner’s Capital Account as of such time. As used in this Section 5.8, the term “Negative Basis Partner” means any Partner who or that withdraws from the Partnership and who or that has a Negative Basis as of the effective date of the Partner’s withdrawal.

  • Negative Basis means, with respect to any Member and as of any time of calculation, the amount by which the Member’s “adjusted tax basis,” for U.S. federal income tax purposes, in the Member’s Interest in the Company as of that time (determined without regard to any adjustments made to the “adjusted tax basis” by reason of any Transfer or assignment of the Interest, including by reason of death, and without regard to such Member’s share of the liabilities of the Company under Section 752 of the Code) exceeds the value of its Interest as of such time. As used in this Section 5.9, the term “Negative Basis Member” means any Member whose Interest is repurchased by the Company and who has Negative Basis as of the effective date of the repurchase, but such Member shall cease to be a Negative Basis Member at such time as it shall have received allocations pursuant to clause (i) of paragraph (c) equal to its Negative Basis as of the effective date of such repurchase.

  • Individual Case Basis or "ICB" shall have the meaning set forth in Exhibit I.

  • Fee Basis Amount As of any date of determination, the sum of (a) the Collateral Principal Amount, (b) the Aggregate Principal Balance of all Defaulted Obligations and (c) the aggregate amount of all Principal Financed Accrued Interest.

  • Base Rate Basis means a simple interest rate equal to the sum of (a) the Base Rate and (b) the Applicable Margin applicable to Base Rate Advances. The Base Rate Basis shall be adjusted automatically as of the opening of business on the effective date of each change in the Base Rate to account for such change, and shall also be adjusted to reflect changes of the Applicable Margin applicable to Base Rate Advances.

  • Eligible Basis has the meaning given to it in Section 42(d) of the Code.

  • Substitute Basis has the meaning specified in Section 2.9(b).

  • Reference method means any direct test method of sampling and analyzing for an air pollutant as specified in 40 CFR 60, Appendix A*.

  • Positive Test Result means a finding of the presence of drugs, alcohol, or their metabolites in the sample tested in levels at or above the threshold detection levels contained in the standards of one of the programs listed in Minn. Stat. § 181.953, Subd. 1.

  • Net Sell Position means the amount of Net Obligation when Net Obligation is negative.

  • Remaining Net Positive Adjustments means as of the end of any taxable period, (i) with respect to the Unitholders holding Common Units or Subordinated Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding Common Units or Subordinated Units as of the end of such period over (b) the sum of those Partners’ Share of Additional Book Basis Derivative Items for each prior taxable period, (ii) with respect to the General Partner (as holder of the General Partner Units), the excess of (a) the Net Positive Adjustments of the General Partner as of the end of such period over (b) the sum of the General Partner’s Share of Additional Book Basis Derivative Items with respect to the General Partner Units for each prior taxable period, and (iii) with respect to the holders of Incentive Distribution Rights, the excess of (a) the Net Positive Adjustments of the holders of Incentive Distribution Rights as of the end of such period over (b) the sum of the Share of Additional Book Basis Derivative Items of the holders of the Incentive Distribution Rights for each prior taxable period.

  • Reference Year shall have the meaning given it in the Summary.

  • Net Positive Adjustments means, with respect to any Partner, the excess, if any, of the total positive adjustments over the total negative adjustments made to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.

  • Alternative Base Rate means the rate that has replaced LIBOR in customary market usage for determining floating interest rates in respect of bonds denominated in Dollars or, if the Independent Financial Adviser or the Issuer (in consultation with the Calculation Agent and acting in good faith and a commercially reasonable manner), as applicable, determines that there is no such rate, such other rate as the Independent Financial Adviser or the Issuer (in consultation with the Calculation Agent and acting in good faith and a commercially reasonable manner), as applicable, determines in its or the Issuer’s sole discretion is most comparable to LIBOR. If the Alternative Base Rate is determined, such Alternative Base Rate shall be the Alternative Base Rate for the remaining Interest Periods.

  • Applicable Measurement Period means the most recently completed four consecutive fiscal quarters of the Issuer immediately preceding the Applicable Calculation Date for which internal financial statements are available.

  • Corporate Base Rate means a rate per annum equal to the corporate base rate of interest announced by First Chicago from time to time, changing when and as said corporate base rate changes.

  • Positive beam limitation means the automatic or semi-automatic adjustment of an x-ray beam to the size of the selected image receptor, whereby exposures cannot be made without such adjustment.

  • Corporate Taxpayer Return means the federal and/or state and/or local Tax Return, as applicable, of the Corporate Taxpayer filed with respect to Taxes of any Taxable Year.

  • Relevant Year t means the Financial Year for the purposes of which any calculation falls to be made; "Relevant Year t-1" means the Financial Year preceding Relevant Year t, and similar expressions shall be construed accordingly;

  • Interest Rate Basis means the Base Rate or the Eurodollar Basis, as applicable.

  • Annual Percentage Rate or “APR” of a Receivable means the annual rate of finance charges stated in such Receivable.

  • Aggregate Remaining Net Positive Adjustments means, as of the end of any taxable period, the sum of the Remaining Net Positive Adjustments of all the Partners.

  • Alternate Base Rate means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

  • Regular basis means at recurring, fixed, or uniform intervals.

  • Reasonable Basis means reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)(II) of the Code and the Treasury Regulations promulgated thereunder (or such other level of confidence required by the Code at that time to avoid the imposition of penalties).

  • Random selection basis means a mechanism for selection of employees that: