Tax Allocation Matters Sample Clauses
Tax Allocation Matters. (a) Except as otherwise provided in this Section 4.10, all items of income, gain, loss deduction or credit for federal, state and local income tax purposes will be allocated in the same manner as the corresponding “book” items are allocated under Sections 4.1 (as a component of Net Income or Net Losses), or 6.2.
(b) Each Member’s allocable share of the taxable income or loss of the Company, depreciation, depletion, amortization and gain or loss with respect to any contributed property, or with respect to revalued property where the Company’s property is revalued pursuant to Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, shall be determined in the manner (and as to revaluations, in the same manner as) provided in Section 704(c) of the Code. The allocation shall take into account, to the full extent required or permitted by the Code, the difference between the adjusted basis of the property to the Member contributing it and the fair market value of the property determined by the Manager at the time of its contribution or revaluation, as the case may be. The Company shall apply Section 704(c)(1)(A) by using any permissible method selected by the Manager.
(c) In the event the Company has in effect an election under Section 754 of the Code, allocations of income, gain, loss deduction or credit to affected Members for federal, state and local tax purposes will take into account the effect of such election pursuant to applicable provisions of the Code.
(d) In the event that the Company has taxable income that is characterized as ordinary income under the recapture provisions of the Code, each Member’s distributive share of taxable gain or loss from the sale of Company assets (to the extent possible) shall include a proportionate share of this recapture income equal to that Member’s share of prior cumulative depreciation deductions with respect to the assets which gave rise to the recapture income.
(e) Allocations pursuant to this Section 4.10 are solely for federal, state and local tax purposes and except to the extent allocations under this Section 4.10 are reflected in the allocations of the corresponding “book” items pursuant to Sections 4.1 (as a component of Net Income or Net Losses), or 4.2, allocations under this Section 4.10 will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Losses, other items or distributions pursuant to any provision of this Agreement.
Tax Allocation Matters. 18 (a) Contributed or Revalued Property........................................................18 (b) Recapture Items.........................................................................19 6.11
Tax Allocation Matters. (a) CONTRIBUTED OR REVALUED PROPERTY. Each Member's allocable share of the taxable income or loss of the Company, depreciation, depletion, amortization and gain or loss with respect to any contributed property, or with respect to revalued property where the Company's property is revalued pursuant to Paragraph (b)(2)(iv)(f) of Section 1.704-1 of the Treasury Regulations, shall be determined in the manner (and as to revaluations, in the same manner as) provided in Section 704(c) of the Code. The allocation shall take into account, to the full extent required or permitted by the Code, the difference between the adjusted basis of the property to the Member contributing it and the fair market value of the property determined by the Managers at the time of its contribution or revaluation, as the case may be. The Company shall apply Section 704(c)(1)(A) by using the "traditional method" as set forth in Section 1.704-3(b) of the Treasury Regulations.
Tax Allocation Matters. (i) The parties hereto agree to allocate the Estimated Purchase Price and the Assumed Liabilities (and any Liabilities considered assumed by the Buyers treated as purchase consideration for Tax purposes) as among the Sellers and (1) as apportioned between the Purchased Assets, on the one hand, and the Foreign Securities, on the other, with (2) the amount so apportioned to the Foreign Securities further allocated among the Foreign Subsidiaries, as set forth in Exhibit G (the “Seller Level Allocation”).
(ii) Furthermore, the parties hereto also acknowledge and agree that Estimated Purchase Price and the Assumed Liabilities (and any Liabilities considered assumed by the Buyers treated as purchase consideration for Tax purposes) allocated to the Purchased Assets on Exhibit G shall be further allocated among such Purchased Assets, for the purposes of determining the Tax consequences of the transactions contemplated by this Agreement (including the application of Sections 1001 and 1060 of the Code to such transactions) as determined jointly by the Buyers and the Selling Parent as provided in this Section 7.7(h) (the “Asset Allocation”). The Asset Allocation shall be prepared in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder as determined pursuant to the following procedures. The Buyers shall prepare and deliver the Asset Allocation to Seller Parent within one hundred twenty (120) days after the Closing Date. The Buyers shall permit Seller Parent thirty (30) days to review and comment on such draft Asset Allocation and the Buyers shall consider in good faith such revisions to such draft Asset Allocation as are reasonably requested by Seller Parent within such thirty (30) day period, with any failure by Seller Parent to provide comments during this time period being considered consent to such Asset Allocation prepared by the Buyers. If the Buyers and Seller Parent cannot reach agreement on a final Asset Allocation, the matter shall be resolved by the Independent Accountant in accordance with the dispute resolution procedures set forth in Section 2.3(c). Any subsequent adjustments to the purchase consideration for tax purposes shall be reflected in amendments to the Asset Allocation prepared by the Buyers and submitted to Seller Parent subject to the review, comment and dispute resolution procedures set forth in the prior sentences of this Section 7.7(h)(ii). The Buyers and the Seller Parties shall file all Tax...
Tax Allocation Matters. (a) Each Member’s allocable share of Company taxable income or loss, depreciation, depletion, amortization, or gain or loss with respect to any contributed property, or with respect to Company property that is revalued pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(f) and (g) or Section 1.8, shall be determined in the manner (and as to revaluations, in the same manner as) provided in Section 704(c) of the Code. The allocation shall take into account, to the full extent required or permitted by the Code, the difference between the adjusted basis of the property to the Member contributing (or deemed to be contributing) it and the Fair Market Value of the property at the time of its contribution or revaluation, as the case may be, as determined by the Manager. Company shall apply Section 704(c)(1)(A) by using any method chosen by the Manager which is permissible by applicable law.
Tax Allocation Matters