Certain Allocations. For purposes of Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of the amount of Partnership Minimum Gain and the total amount of Nonrecourse Built-In Gain shall be allocated first to account for any income or gain to be allocated to the Additional Limited Partners pursuant to Sections 2.B and 2.D of Exhibit C and the allocations herein, and then among the Partners in accordance with their respective Percentage Interests, or as is otherwise permissible in accordance with Regulation Section 1.752-3(a)(3). For the avoidance of doubt, this Section and any other applicable provision of this Agreement, including any Exhibits hereof or thereof, shall be interpreted as specifying the allocations of excess Nonrecourse Liabilities, as determined by the General Partner from time to time, that are intended to reflect the Partners’ respective shares of Partnership profits for purposes of Regulation Section 1.752-3(a)(3).
Appears in 3 contracts
Sources: Limited Partnership Agreement (Lepercq Corporate Income Fund L P), Limited Partnership Agreement (Lexington Realty Trust), Merger Agreement (Lexington Realty Trust)