Common use of Minimum Gain Charge Back Clause in Contracts

Minimum Gain Charge Back. If there is a net decrease in Partnership Minimum Gain during any Fiscal Period, each Member shall be specially allocated items of Company income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount equal to the greater of (i) the portion of such Member's share of the net decrease in such Partnership Minimum Gain, as determined in accordance with Treasury Regulations Section 1.704-2(d)(1), that is allocable to the disposition of Company property, subject to Nonrecourse Liabilities or (ii) if such Member would otherwise have an Adjusted Capital Account Deficit attributable solely to such Member's Capital Account at the end of such Fiscal Period, an amount sufficient to eliminate such Adjusted Capital Account Deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to the Members pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2. This Section 7.3(d)(i) is intended to comply with the minimum gain charge back requirement in such Treasury Regulations and shall be interpreted consistently therewith. To the extent permitted by such Treasury Regulations and for purposes of this Section 7.3(d)(i) only, each Member's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to this Article VII with respect to such Fiscal Period.

Minimum Gain Charge Back. If there is a net decrease in Partnership Minimum Gain during any Fiscal Period, each Member Partner shall be specially allocated items of Company Partnership income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount equal to the greater of (i) the portion of such MemberPartner's share of the net decrease in such Partnership Minimum Gain, as determined in accordance with Treasury Regulations Section 1.704-2(d)(1), that is allocable to the disposition of Company Partnership property, subject to Nonrecourse Liabilities or (ii) if such Member Partner would otherwise have an Adjusted Capital Account Deficit attributable solely to such MemberPartner's Capital Account at the end of such Fiscal Period, an amount sufficient to eliminate such Adjusted Capital Account Deficit. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to the Members Partners pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2. This Section 7.3(d)(i) is intended to comply with the minimum gain charge back requirement in such Treasury Regulations and shall be interpreted consistently therewith. To the extent permitted by such Treasury Regulations and for purposes of this Section 7.3(d)(i) only, each MemberPartner's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to this Article VII Section 7 with respect to such Fiscal Period.