Regulatory and Special Allocations. Notwithstanding the provisions of Section 6.1:
(a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal 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). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 6.2(a) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.
(b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 6.2(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
(c) In the event any Member unexpectedly receives any adjustments, allocations or Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or Distributions as quickly as possible. This Section 6.2(c) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
(d) The allocations set forth in paragraphs (a), (b) and (c) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstand...
Regulatory and Special Allocations. Notwithstanding any other provisions of this Article V, the special allocations provisions set forth on Schedule 5.2, which are hereby incorporated into this Section 5.2 by this reference as if set forth in their entirety, shall apply prior to any other allocations of Profits and Losses (and any items of income, gain, loss or deduction).
Regulatory and Special Allocations. Notwithstanding the provisions of Section 5.5:
Regulatory and Special Allocations. Notwithstanding the provisions of Section 4.2, Net Profit, Net Loss and items thereof shall be allocated to the Members in the manner and to the extent required by the Treasury Regulations under Section 704 of the Code, including without limitation, the provisions thereof dealing with minimum gain chargebacks, partner minimum gain chargebacks, qualified income offsets, partnership nonrecourse deductions, partner nonrecourse deductions, forfeiture allocations, and the provisions dealing with deficit capital accounts in Sections 1.704-2(g)(1), 1.704-2(i)(5), and 1.704-1(b)(2)(ii)(d).
Regulatory and Special Allocations. Notwithstanding the ---------------------------------- provisions of Section 5.3: -----------
(a) If there is a net decrease in Company Minimum Gain during any Taxable Year, each Member shall be specially allocated items of taxable income or gain for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704- 2(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(f)(6) and 1.704-2(j)
Regulatory and Special Allocations. Notwithstanding the provisions of Section 5.1:
(a) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), as an item of Profits (if the adjustment increases the basis of the asset) or Losses (if the adjustment decreases such basis) and such Profits or Losses shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.
(b) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulation Section 1.704-2(d)(1)) during any Taxable Year, each Member shall be specially allocated Profits for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(f)(6) and 1.704-2(j)
Regulatory and Special Allocations. Notwithstanding the provisions of Section 5.3:
(a) If any Holder unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be specially allocated to such Holder in an amount and manner sufficient to eliminate the adjusted capital account deficit (determined according to Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) created by such adjustments, allocations or distributions as quickly as possible. This paragraph is intended to comply with the qualified income offset requirement in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
(b) The allocations set forth in paragraph (a) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Holders so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations (including Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Holder shall be equal to the net amount that would have been allocated to such Holder if the Regulatory Allocations had not occurred.
Regulatory and Special Allocations. The following regulatory and special allocation rules are applicable to the Company because it is intended that the Company is taxed as a partnership for income tax purposes.
(a) Any item of Company loss or deduction that is attributable to “nonrecourse debt,” other than “partner nonrecourse debt,” shall be allocated to Members in accordance with the Company Interests. Any item of Company loss, deduction, or Internal Revenue Code ("Code") 705(a)(2)(B) expenditure that is attributable (within the meaning of Regulation 1.704-2(b)(4) to a “partner nonrecourse debt” shall be allocated solely to the Member who bears the economic risk of loss for such debt. The foregoing is intended to comply with the “partner nonrecourse debt” allocation rules of Regulation 1.704-2(b), and shall be interpreted consistently therewith.
(b) If there is a net decrease in “partnership minimum gain” or in the “minimum gain attributable to partner nonrecourse debt” (both as defined in Regulation 1.704-2(d)) during any Company taxable year, items of Company income and gain for such taxable year (and, if neces- sary, subsequent taxable years) shall be allocated to the Members in the amount and manner described in Regulation 1.704-2(b)(2)). The foregoing is intended to be a “minimum gain chargeback” provision as described in Regulation 1.704-2(b), and shall be interpreted consistently therewith.
(c) A loss allocation shall not exceed the maximum amount of loss that can be allocated without causing or increasing a deficit balance in a Member's Capital Account as of the end of a fiscal year. Excess loss shall be allocated to other Members pro rata in proportion to, and to the extent of, their positive Capital Account balances. If any such excess loss is allocated for any taxable year to any Members, such Members shall be allocated a pro rata amount of items of Company income and gain for the next succeeding taxable year (and, if necessary, subsequent taxable years) to the extent necessary to offset, as quickly as possible, the allocation of excess loss under this Section 5.2.3.
(d) If, notwithstanding the above, any Member has a Capital Account deficit balance as of the end of any Company taxable year, determined after the application of Section 5.2.3 but before the application of any other provision of this Article 5, then a pro rata amount of items of Company income and gain for such taxable year (and, if necessary subsequent taxable years) shall be allocated to all such Members pro rata...
Regulatory and Special Allocations. Notwithstanding the provisions of Section 5.3:
Regulatory and Special Allocations. The following special allocations shall be made in the following order and prior to any allocations of Net Profit or Net Loss pursuant to Section 4.1:
