Llc Operating Agreement (Sample) Page 27
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32(d) Gain or loss resulting from any disposition of Property with respect to which gain or loss is
recognized for federal income tax purposes shall be computed by reference to the Gross Asset
Value of the property disposed of, notwithstanding that the adjusted tax basis of such property
differs from its Gross Asset Value;
(e) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in
computing such taxable income or loss, there shall be taken into account Depreciation for such
Fiscal Year, computed in accordance with Section 15 hereof;
(f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code
Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-l
(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a
distribution other than in complete liquidation of an Interest Holder’s Interest, the amount of
such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset
and shall be taken into account for purposes of computing Net Profits or Net Losses; and
(g) Notwithstanding any other provision of this Section, any items which are specially allocated
pursuant to Section 3 or 4 of Exhibit C to the Agreement shall not be taken into account in
computing Net Profits or Net Losses. The amounts of the items of Company income, gain, loss
or deduction available to be specially allocated pursuant to Sections 3 and 4 of Exhibit C to the
Agreement shall be determined by applying rules analogous to those set forth in Sections (a)
through (g) above.
“Non-recourse Deductions” has the meaning set forth in Regulations Section 1.704-2(b)(1).
“Non-recourse Liability” has the meaning set forth in Regulations Section 1.752-l(a)(2).
“Percentage Interest(s)” means the percentage which the Interest(s) of the applicable Member or
Interest Holder, or group of Members or Interest Holders, bears to the entire applicable group of
Members or Interest Holders, as set forth in Exhibit A.
“Person” means any individual, estate, corporation, partnership, association, Limited Liability Company,
trust, or other entity.
“Pro Rata Basis” means an allocation of the referenced distributions, tax items, dilution or other item
among the group of Members or Interest Holders being referred to proportionate with said Persons’
relative Percentage Interests.
“Regulations” means the Regulations of the U.S. Department of Treasury promulgated under the Code.
“Transfer” means, when used as a noun, any voluntary or involuntary sale, hypothecation, pledge,
assignment, attachment, gift or other disposition, and, when used as a verb, means, voluntarily or
involuntarily to sell, hypothecate, pledge, assign, permit the attachment of or otherwise dispose of.
“Voluntary Withdrawal” means a Member’s dissociation with the Company by means other than a
Transfer or an Involuntary Withdrawal.
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