Special Allocation Rules. Notwithstanding any other provision of the Agreement or this Exhibit C, the following special allocations shall be made in the following order:
Special Allocation Rules. Notwithstanding any other provision in this Section 3, the following Taxes shall be allocated as follows:
Special Allocation Rules. Notwithstanding any other provision of the Agreement, the following special allocations shall be made in the following order:
Special Allocation Rules. If the Code Section 401(k) arrangement provides for salary reduction contributions, if the Plan accepts Employee contributions, pursuant to Adoption Agreement Section 4.01, or if the Plan allocates matching contributions as of any date other than the last day of the Plan Year, the Employer must elect in Adoption Agreement 9.11 whether any special allocation provisions will apply under Section 9.11 of the Plan. For purposes of the elections:
Special Allocation Rules. (a) For purposes of this Agreement, a loss or allocation (or item thereof) is attributable to non-recourse debt which is secured by Partnership property to the extent of the excess of the outstanding principal balance of such debt (excluding any portion of such principal balance which would not be treated as an amount realized under Internal Revenue Code Section 1001 and Paragraph (a) of Section 1.1001-2 if such debt were foreclosed upon over the adjusted basis of such property. This excess is herein defined as "Minimum Gain (whether taxable as capital gain or as ordinary income) as more explicitly set forth in Treasury Regulation T.704 l(b)(4)(iv)(c). Notwithstanding any other provision of Article V, the allocation of loss or deduction (or item thereof, attributable to non-recourse debt which is secured by Partnership property will be allowed only to the extent that such allocation does not cause the sum of the deficit capital account balances of the Limited Partners receiving such allocations to exceed the minimum gain determined at the end of the Partnership able year to which the allocations relate. The balance of such losses shall be allocated to the General Partners. Any Limited Partner with a deficit capital account balance resulting in whole or in part from allocations of loss or deduction (or item thereof) attributable to non-recourse debt which is secured by Partnership property shall, to the extent possible, be allocated income or gain (or item thereof) in an amount not less than the minimum gain at a time no later than the time at which the minimum gain is reduced below the sum if such deficit capital account balances. This section is intended and shall be interpreted to comply with the requirements of Treasury Regulation Section 1.704-l(b)(4)(iv)(e).
(b) In the event any Limited Partner receives any adjustments, allocations or distributions, not covered by Section 75.4(a), so as to result in a deficit capital account, items of Partnership income and gain shall be specially allocated to such Limited Partners in an amount and manner sufficient to eliminate the deficit balances in their Capital Accounts created by such adjustments, allocations or distributions as quickly as possible. This Section shall operate a qualified income offset as utilized in Treasury Regulation Section 1.704-1(b)(23)(ii)(d).
(c) Syndication expenses for any fiscal year or other period shall be specially allocated to the Limited Partners in proportion to their Units, prov...
Special Allocation Rules. The following allocation rules shall apply notwithstanding any other provisions of Sections 4.02 and 4.03, and the other provisions of Sections 4.02 and 4.03 shall be applied only after giving effect to the following rules. In the event there is a conflict between any of the following rules, the earlier listed rule shall govern.
(a) If in any Fiscal Year there is a net increase during such year in the amount of Minimum Gain attributable to Member Nonrecourse Debts, the Member(s) that bear the economic risk of loss with respect thereto (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated items of Company loss or deduction in an amount equal to the excess of (i) the amount of such net increase, over (ii) the aggregate amount of any distributions during such Fiscal Year to such Member(s) of the proceeds of such debt that are allocable to such increase in Minimum Gain. Items to be so allocated shall be determined in accordance with Regulations section 1.704-1T(b)(4)(iv)(h).
(b) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Nonrecourse Liabilities during such Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the extent of, an amount equal to the greater of the following:
(i) the portion of such Member's share of the net decrease in such Minimum Gain during such Fiscal Year (as such share is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(f)) that is allocable to the disposition of Company property subject to one or more Nonrecourse Liabilities (as such allocable portion is determined pursuant to Regulations section 1.704-1T(b)(4)(iv)(e)(2)); or
(ii) such Member's Excess Negative Balance at the end of such Fiscal Year (determined before any allocation for such Fiscal Year of any items of income, gain, loss, or deduction described in section 705(a)(2)(B) of the Code). Items to be so allocated shall be determined and the allocation made in accordance with Regulations section 1.704-1T(b)(4)(iv)(e).
(c) If in any Fiscal Year there is a net decrease in the Company's Minimum Gain attributable to Member Nonrecourse Debts during such Fiscal Year, the Member(s) that bear the economic risk of loss with respect to such Member Nonrecourse Debts (within the meaning of Regulations section 1.704-1T(b)(4)(iv)(k)(1)) shall be specially allocated ...
Special Allocation Rules. If the Code (S)401(k) arrangement provides ------------------------ for salary reduction contributions, if the Plan accepts Employee contributions, pursuant to Adoption Agreement Section 4.01, or if the Plan allocates matching contributions as of any date other than the last day of the Plan Year, the Employer must elect in Adoption Agreement 9.11 whether any special allocation provisions will apply under Section 9.11 of the Plan. For purposes of the elections:
Special Allocation Rules. 14.12 ARTICLE A -- APPENDIX TO BASIC PLAN DOCUMENT............................. A-1 ARTICLE B -- APPENDIX TO BASIC PLAN DOCUMENT.............................B-1 42 ALPHABETICAL LISTING OF DEFINITIONS
Special Allocation Rules. Notwithstanding any other provision in this Plan to the contrary, no Stock acquired by this Plan in a sale to which Section 1042 of the Code applies may be allocated directly or indirectly under this Plan:
(a) during the non-allocation period (as such term is defined below), for the benefit of:
(i) any Participant who makes an election under Section 1042(a) of the Code with respect to Stock sold to this Plan, or
(ii) any Participant who is related to the Participant making the election under Section 1042(a) of the Code or to the deceased Participant (within the meaning of Section 267(b) of the Code); provided, however, that this Subsection (a)(ii) shall not apply to any Participant who is a lineal descendent of a Participant as long as the aggregate amount allocated to the benefit of all such lineal descendants during the non-allocation period (as such term is defined below) does not exceed more than five percent (5%) of the Stock (or amounts allocated in lieu thereof) held by this Plan which are attributable to the sale to this Plan by any person related to such descendants (within the meaning of Section 267(c)(4)) in a transaction to which Section 1042 of the Code applies, or
(b) for the benefit of any Participant who owns (after the application of the attribution rules contained in Section 318(a) of the Code, but disregarding Section 318(a)(2)(B)(i) of the Code) more than twenty-five percent (25%) of:
(i) any class of the outstanding stock of the Holding Company or of any other corporation which is a member of a controlled group of corporations (within the meaning of Section 409(1)(4) of the Code) which includes the Holding Company, or
(ii) the total value of any class of outstanding stock of the Holding Company or of any other corporation which is a member of the controlled group of corporations (within the meaning of Section 409(1)(4) of the Code) which includes the Holding Company. For purposes of this Section 4.7, the "non-allocation period" shall mean a period beginning on the date of the sale of the stock to the Plan and ending on the later of:
(c) the date which is ten (10) years after the sale of the Stock to this Plan to which Section 1042 of the Code applies, or
(d) the date of the Plan allocation of Stock attributable to the final payment of any acquisition indebtedness incurred in connection with a sale of such Stock to this Plan to which Section 1042 of the Code applies. For purposes of this Section 4.7 a Participant shall be deemed to be a...
Special Allocation Rules. (a) Notwithstanding any other provision of this Agreement, (i) nonrecourse deductions of the Company within the meaning of Treasury Regulations Section 1.704-2(b)(1) other than partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated to the Members on the basis of their respective Units, (ii) any partner nonrecourse deductions within the meaning of Treasury Regulations Section 1.704-2(i)(1) shall be allocated in accordance with that Section, and (iii) if there is a net decrease in “partnership minimum gain” within the meaning of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)(3) for any fiscal year of the Company, items of gain and income shall be allocated among the Members in accordance with the “minimum gain chargeback” rules contained in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4). The Members’ respective “interests in partnership profits” for purposes of determining the Members’ share of the nonrecourse liabilities of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3) shall be proportionate to their respective Units.
(b) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 12.6(b) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article 12 have been tentatively made as if this Section 12.6(b) were not in the Agreement.
(c) Notwithstanding any other provision of this Operating Agreement, no losses shall be allocated to a Member if such losses would cause an Adjusted Capital Account Deficit in such Member’s Capital Account, so long as the other Members do not have an Adjusted Capital Account Deficit, and any losses not allocated to a Member pursuant to the preceding clause shall be allocated to the other Member. If any losses are allocated to a Member pursuant to the preceding sentence, subsequent allocations of profits shall be made to such Member to offset such special loss alloca...
