10.1. SR 02-05-2018 - Laserfiche WebLink

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4.4 Special Allocations. Anything elsewhere contained in this Article IV to the n contrary notwithstanding: \._.' (a) Minimum Gain Charaeback. If for any Company fiscal year, there is a net decrease in partnership minimum gain as determined in accordance with Treasury Regulations § 1.704-2 (i) (5), each Member shall be allocated items of Company income and gain in accordance with Treasury Regulation § 1.7042 (f) (1) (a "Minimum Gain Chargeback") for such year (and, if necessary, for subsequent years) in an amount equal to such Member's share of such net decrease of partnership minimum gain. For this purpose, a Member'sI share of the net decrease in partnership minimum gain shall be determined under Treasury Regulations § 1.704-2(g) (2). This Section 4.4.a is intended to comply with Treasury Regulation § 1.704-2(f) (1) and shall be interpreted consistently therewith. (b) Qualified Income Offset. If any Member at any time unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation §§ 1.7041 (b) (2) (ii) (d) (4),1.704-1(b) (2) (ii) (d) (5) or 1.704-1 (b) (2) (ii) (d) (6), and if such adjustment, allocation or distribution results in a negative balance in such Member's Capital Account in excess of the sum of (i) the amount such Member is obligated to restore to the Company under this Agreement and (ii) the amount such Member is deemed to be obligated to restore to the Company pursuant to the penultimate sentences of Treasury Regulations §§ 1.704-2 (g) (1) (ii) and 1.704-2 (i) (5), then items of Company income and gain shall be specially allocated to such Member so as to eliminate, to the extent required by Treasury Regulation § 1.704-1(b) (2) (ii) (d), such negative balance in his or her Capital Account as quickly as possible. (c) Gross Income Allocation. If any Member would have a negative balance in his or her Capital Account at the end of any Company taxable year in excess of the sum of (i) the amount such Member is obligated to restore to the Company under this Agreement and (ii) the amount such Member is deemed to be obligated to restore to the Company pursuant to the penultimate sentences of Treasury Regulations § § 1.704-2 (g) (1) (ii) and 1.704-2 (i) (5), then such Member shall be specially allocated items of Company income (including gross income) in the amount of such excess as quickly as possible. (d) Curative Allocations. Any allocation to a Member under subparagraphs (a) through (c) of this Section 4.4. (a "Regulatory Allocation") shall be taken into account in determining subsequent allocations, so that he net amount of Regulatory Allocations and all other items allocated under the provisions of this Article IX shall, to the extent possible, be equal to the net amount that would have been allocated to such Member under the provisions of this Article IV if no Regulatory Allocation had been made. 4.5 Tax Allocations. In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value as of the date of contribution.