Minimum Gain Chargeback. Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(2)),Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Unitholders in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(i)(4).
“Member Minimum Gain” has the meaning ascribed to “partner nonrecourse debt minimum gain” set forth in Treasury Regulations Section 1.704-2(i). It is further understood that the determination of Member Minimum Gain and the net increase or decrease in Member Minimum Gain shall be made in the same manner as required for such determination of Company Minimum Gain under Treasury Regulations Sections 1.704-2(d) and -2(g)(3).
Company Minimum Gain means the amount of partnership minimum gain determined in accordance with the principles of Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d).
Notwithstanding any other provision of this Agreement to the contrary, if there is a net decrease in Company Minimum Gain during any Fiscal Year (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 5.2(c), each Member shall be specially allocated items of Company income and gain for such Fiscal Year in an amount equal to such Member’s share of the net decrease in Company Minimum Gain during such year (as determined pursuant to Treasury Regulations Section 1.704-2(g)(2)). This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.
Regulatory Allocations. The allocations set forth in [Sections 4.3(a)-(d)])] (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b))]and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Unitholders intend to allocate Profit and Loss of the Company or make the Company distributions. Accordingly, notwithstanding the other provisions of this Article IV, but subject to the Regulatory Allocations, income, gain, deduction, and loss shall be reallocated among the Unitholders so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Unitholders to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Unitholders anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Unitholders so that the net amount of the Regulatory Allocations and such special allocations to each such Unitholder is zero. In addition, if in any Fiscal Year or Fiscal Period there is a decrease in partnership Minimum Gain, or in partner nonrecourse debt Minimum Gain, and application of the Minimum Gain chargeback requirements set forth in [Section 4.3(a)] or [Section 4.3(b)]would cause a distortion in the economic arrangement among the Unitholders, the Board may, if it does not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such Minimum Gain chargeback requirements.If such request is granted, this Agreement shall be applied in such instance as if it did not contain such Minimum Gain chargeback requirement.
Minimum Liquidity. The Borrower will not permit the Liquidity of the Borrower and its Subsidiaries, calculated on a consolidated basis, on or prior to September 30, 2023:
Minimum EBITDA. The Borrower will not permit , calculated as of the end of the fiscal quarters of the Borrower ending March 31, 2023 and June 30, 2023 and, in each case, calculated for the fiscal quarter (and not the four quarter period) then ending, to be less than # ($1,000,000) for the fiscal quarter ending March 30, 2023 and # $1 for the fiscal quarter ending June 30, 2023.
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or the Loans at the time owing to it under any Facility or contemporaneous assignments to related Approved Funds (determined after giving effect to such Assignments) that equal at least the amount specified in [subsection (b)(i)(B)] of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
Minimum Interest. In all events and under all circumstances and notwithstanding anything to the contrary contained in this Agreement, but subject to [Section 2.2.4], in connection with each and every Minimum Interest Principal Paydown, shall be obligated to pay to the applicable Minimum Interest Payment Amount. In furtherance of the foregoing, expressly acknowledges and agrees that # shall have no obligation to accept any prepayment or repayment of the Loan unless and until shall have complied with this [Section 2.4.4] and has deposited with all Interest Shortfall and Breakage Costs, as applicable in accordance with [Section 2.4.1], # shall have no obligation to release or, if requested by , assign the Note and Mortgage upon payment of the Debt unless and until shall have received each and every Minimum Interest Payment Amount due under this [Section 2.4.4], together with all Interest Shortfall and Breakage Costs, as applicable in accordance with [Section 2.4.1], and # each and every prepayment of the Debt is subject to the terms of this Loan Agreement and nothing in this [Section 2.4.4] gives any right to prepay any portion of the Debt. In the event that any Minimum Interest Payment Amount is due hereunder, shall deliver to a statement setting forth the amount and determination of the Minimum Interest Payment Amount. ’s computation of the Minimum Interest Payment Amount shall be conclusive and binding on for all purposes, absent manifest error, and ’s calculation may be made by on any day during the fifteen (15) day period preceding the date of such prepayment. shall not be obligated or required to have actually reinvested the prepaid principal balance at the Benchmark or otherwise as a condition to receiving the Minimum Interest Payment Amount. expressly acknowledges and agrees that the Minimum Interest Payment Amount shall constitute # additional consideration for the Loan and # a portion of the Debt, and shall, upon payment, be the sole and exclusive property of . Notwithstanding the foregoing or anything else herein to the contrary, payment of the Minimum Interest Payment shall be waived in connection with # prior to Completion, prepayment in full of the Loan in connection with a bona fide “arms-length” sale of the Property to a third party, which shall be no sooner than fifteen (15) days prior to the receipt by the of all temporary certificates of occupancy for the Project and the Property required under applicable Legal Requirements and # after the Project is Complete, prepayment in full of the Loan.
Except as otherwise provided in [Section 5.4(b)(3) and (4)])] below, the employer contributions and forfeitures allocated on behalf of any participant who is not a key employee shall not be less than the lesser of 3% of such participant's compensation or in the case where the employer has no defined benefit plan that designates this plan to satisfy Code section 401, the largest percentage of employer contributions and forfeitures, as a percentage of key employee's compensation that may be taken into account under [Section 1.2(c)], allocated on behalf of any key employee for that year. For this purpose, amounts contributed to the key employee's elective deferral account(s) shall be included as allocations on his behalf for that year. However, amounts contributed to a non-key employee's elective deferral account(s) shall not be taken into account in determining whether he has received his minimum allocation. The minimum allocation is determined without regard to any Social Security contribution. This minimum allocation shall be made even though, under other plan provisions, the participant would not otherwise be entitled to receive an allocation, or would have received a lesser allocation for the year because of # the participant's failure to complete 1,000 hours of service (or any equivalent provided in the plan), or # the participant's failure to make mandatory employee contributions to the plan, or # the participant's failure to make elective contributions to the plan, or # compensation less than a stated amount.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.