LSI 2010 Real Estate Joint Ventures conference materials.pdf

More documents

Recommendations

Info

Brian Todd of Davis Wright Tremaine LLP Andrew H. Zuccotti of K&L Gates LLP Speaker 11: 16 Speaker 12: 16 ARTICLE 7 -- ALLOCATIONS AND DISTRIBUTIONS 7.1 Allocation of Income and Loss . After giving effect to the special allocations set forth in Sections 7.2 and 7.3, and subject to Section 7.8, the net profit or loss for any fiscal year of the Company and, if necessary, items of income, gain, loss and deduction included in the determination of net profit or loss, shall be allocated among the Members so as to reduce, proportionately, the differences between their respective Modified Adjusted Capital Account balances and their respective Target Capital Accounts for such fiscal year. 7.2 Special Allocations. The following special allocations shall be made for any fiscal year of the Company in the following order: 7.2.1 Minimum Gain Chargeback. If there is a decrease in the Company’s “Company minimum gain,” as defined in and determined under Regulation Sections 1.704-2(b)(2) and 1.704-2(d), the minimum gain chargeback provisions of Regulation Section 1.704-2(f), which are hereby incorporated into this Agreement by this reference, shall be applied. 7.2.2 Member Minimum Gain Chargeback. If there is a decrease in any Member’s share of “Member nonrecourse debt minimum gain,” as defined in and determined under Regulation Section 1.704-2(i), the Member nonrecourse debt minimum gain chargeback provisions of Regulation Section 1.704-2(i)(4), which are hereby incorporated into this Agreement by this reference, shall be applied. 7.2.3 Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in accordance with Regulation Section 1.704- (1)(b)(2)(ii)(d); provided that an allocation pursuant to this Section 7.2.3 shall be made only if and to the extent that such Member would have a Deficit Capital Account after all other allocations provided for in this Article 7 have been tentatively made as if this Section 7.2.3 were not in this Agreement. 7.2.4 Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any fiscal year or other period which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the next-tolast sentence of Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each DWT 12372832v1 0053770-000001 Law Seminars International | Real Estate Joint Ventures and Funds | 02/08/10 in Seattle, WA
Brian Todd of Davis Wright Tremaine LLP Andrew H. Zuccotti of K&L Gates LLP such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 7.2.4 shall be made only if and to the extent that such Member would have a Deficit Capital Account in excess of such sum after all other allocations provided for in this Article 7 have been made as if Section 7.2.3 and this Section 7.2.4 were not in this Agreement. Speaker 11: 17 Speaker 12: 17 7.2.5 Nonrecourse Deductions. “Nonrecourse deductions,” as defined in and determined under Regulation Sections 1.704-2(b)(1) and (c), shall be allocated among the Members in accordance with their respective Percentage Interests. 7.2.6 Member Nonrecourse Deductions. “Member nonrecourse deductions,” as defined in and determined under Regulation Sections 1.704-2(i)(1) and (2), shall be specially allocated among the Members in accordance with Regulation Section 1.704-2(i). 7.3 Corrective Allocations. The allocations set forth in Section 7.2 are intended to comply with certain regulatory requirements under Code Section 704(b). The Members intend that, to the extent possible, all allocations made pursuant to such Sections will, over the term of the Company, be offset either with other allocations pursuant to Section 7.2 or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 7.3. Accordingly, the Managing Member is hereby authorized and directed to make offsetting allocations of Company income, gain, loss or deduction under this Section 7.3 in whatever manner the Managing Member determines is appropriate so that, after such offsetting special allocations are made (and taking into account the reasonably anticipated future allocations of income and gain pursuant to Sections 7.2.1 and 7.2.2), the Capital Accounts of the Members are, to the extent possible, equal to the Capital Accounts each would have if the provisions of Section 7.2 were not contained in this Agreement and all income, gain, loss and deduction of the Company were instead allocated pursuant to Section 7.1.1 and Section 7.1.2. 7.4 Other Allocation Rules. 7.4.1 General. Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, credit, and any other allocations not otherwise provided for shall be divided among the Members in accordance with their Percentage Interests, or as otherwise may be required under the Code and the Regulations thereunder. 7.4.2 Allocation of Excess Nonrecourse Liabilities. Solely for purposes of determining a Member’s proportionate share of “excess nonrecourse liabilities” of the Company within the meaning of DWT 12372832v1 0053770-000001 Law Seminars International | Real Estate Joint Ventures and Funds | 02/08/10 in Seattle, WA
Page 1:
L A W S E M I N A R S I N T E R N A
Page 4 and 5:
Monday, February 08, 2010 Real Esta
Page 6 and 7:
John W. Hanley, Jr., Ste
Page 8 and 9:
Table of Contents Topic Speaker # L
Page 10 and 11:
Faculty for Real Estate Joint Ventu
Page 13:
Page 16 and 17:
John W. Hanley, Jr. of Davis Wright
Page 18 and 19:
Steven L. Wood of Century Pacific,
Page 21 and 22:
Tracy B. Edgers of Wells Fargo Bank
Page 23 and 24:
Page 25 and 26:
Page 27 and 28:
Page 29 and 30:
Page 31 and 32:
Steven L. Wood of Century Pacific,
Page 33:
Page 36 and 37:
Gregory K. Johnson of Wright Runsta
Page 38 and 39:
Page 40 and 41:
Page 42 and 43:
Page 44 and 45:
Page 46 and 47:
Page 49:
Page 72 and 73: Joseph P. McCarthy of Stoel Rives L
Page 83: L A W S E M I N A R S I N T E R N A
Page 86 and 87: David E. Myre, Jr. of Hillis Clark
Page 106 and 107: Brian Todd of Davis Wright Tremaine
Page 132 and 133: John W. Hanley, Jr. of Davis Wright
Page 141 and 142: John M. Parker of Kennedy Associate
Page 146 and 147: Quentin Kuhrau of Unico Properties
Page 148 and 149: Rodney A. Bench of RA Bench, Inc. S
Page 171 and 172:
Page 173 and 174:
Page 175 and 176:
Page 177 and 178:
Page 179 and 180:
Page 181 and 182:
Page 183 and 184:
Page 185 and 186:
Page 187:
Page 190 and 191:
James E. Wreggelsworth of Davis Wri
Page 193 and 194:
Erin Joyce Letey of Riddell William
Page 195 and 196:
Page 197 and 198:
Page 199 and 200:
Page 201 and 202:
Page 203:
Page 207 and 208:
John Orehek of Security Properties
Page 209 and 210:
Matthew G. Paddock of Metzler North
Page 211 and 212:
Stephen P. Latimer of ING Clarion P
Page 213:
Page 216 and 217:
Page 218 and 219:
Donald E. Percival of Davis Wright
Page 220 and 221:
Page 222 and 223:
Page 224 and 225:
Page 226 and 227:
Page 228:
show all

LSI 2010 Real Estate Joint Ventures conference materials.pdf

Create successful ePaper yourself

Delete template?

Save as template?