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 Nonrecourse Debt Minimum Gain has the meaning of partner nonrecourse debt minimum gain set forth in Treasury Regulation Section 1.704-2(i)(2).
“Targeted Capital Account Balance” means with respect to any Partner and any taxable period an amount (which may be either a positive number of a negative number) equal to the hypothetical distribution such Partner would receive pursuant to the hypothetical distribution described below, minus the Partner’s share of Company minimum gain determined in accordance with Regulations Section 1.704-2(g))] and Partner’s share of Partner Nonrecourse Debt Minimum Gain. The hypothetical distribution to a Partner is the amount the Partner would receive by such Partner if all of the Partnership’s assets were sold for cash
Notwithstanding any other provision of this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain during any Fiscal Year (or if there was a net decrease in Member 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(d)), each Member shall be specially allocated items of Company income and gain for such year in an amount equal to such Member’s share of the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.
“Minimum Gain” means the partnership minimum gain determined pursuant to Treasury Regulation Section 1.704-2(d).
General Partner. The General Partner is [[General Partner:Organization]] or any successor general partner as provided herein.
Limited Partner. The Limited Partners hereunder and any such persons admitted to the Partnership as substituted Limited Partners.
General Partner. The General Partner shall contribute to the Partnership cash in an amount equal to one percent (1%) of the total Initial Contributions of the Partners and other property as set opposite its name on the signature page attached to this Agreement.
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).
Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Members in the manner excess nonrecourse liabilities of the Company are allocated pursuant to Section 5.5(c). The amount of Nonrecourse Deductions for a Fiscal Year shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 1.704-2(d).
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