Sample Partnership Agreement 7_ Limited Partnership.doc - Partnership Taxation(Graduate Tax Program Prof Maule Spring 2009 Sample Agreement 7 Amended

Sample Partnership Agreement 7_ Limited Partnership.doc -...

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Partnership Taxation (Graduate Tax Program)Prof. MauleSpring 2009Sample Agreement 7Amended and Restated Agreementof Limited Partnership ofInvestment Limited Partnership* * * * * * ARTICLE IICAPITAL CONTRIBUTIONS, PROFITS, AND LOSSES* * * * * * 2.03 Definitions.For purposes of this Agreement, the following terms shall have the meanings ascribed to them in this section 2.03: (a) "Capital Account" means a separate account maintained for each Partner and adjusted in accordance with Regulation §1.704-1(b) and §1.704-2 under the Internal Revenue Code of 1986 (the "Code"). Consistent with such Regulation, the following adjustments to such accounts shall be made: (i) There shall be credited to each Partner's Capital Account the amount of any cash (which shall not include imputed or actual interest on any deferred contributions) actuallycontributed by such Partner to the capital of the Partnership, the fair market value of any property contributed by such Partner to the capital of the Partnership (net of any liabilitiessecured by such property that the Partnership is considered to assume or take subject to under Code §752), such Partner's share of the Net Profits of the Partnership and of any items in the nature of income or gain separately allocated to the Partners and such Partner's share of any adjustments pursuant to Code §48(q)(2); and there shall be charged against each Partner's Capital Account the amount of all cash distributions to such Partner, the fair market value of any property distributed to such Partner by the Partnership (net of any liability secured by such property that the Partner is considered to assume or take subject to under Code §752), such Partner's share of the Net Losses of the Partnership and of any items in the nature of losses or deductions separately allocated to the Partners, and such Partner's share of any adjustments pursuant to Code §48(q)(1). (ii) If the Partnership at any time distributes any of its assets in-kind to any Partner, the Capital Account of each Partner shall be adjusted to account for that Partner's allocable share (as determined under sections 2.04 and 2.05 below) of the Net Profits or Net Losses that would have been realized by the Partnership had it sold the assets that
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were distributed at their respective fair market values immediately prior to their distribution. (iii) In the event that the Partnership makes an election under Code §754, the amounts of any adjustments to the bases (or Carrying Values) of the assets of the Partnership made pursuant to Code §743 shall not be reflected in the Capital Accounts of the Partners, but the amounts of any adjustments to the bases (or Carrying Values) of the assets of the Partnership made pursuant to Code §734 as a result of the distribution of property by the Partnership to a Partner (to the extent that such adjustments have not previously been reflected in the Partners' Capital Accounts) shall be reflected in the Capital Accounts of the Partners in the manner prescribed in Treasury Regulations under Code §704(b).
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  • Spring '14
  • JamesE.Maule
  • Corporation, Limited partnership, Types of business entity, Taxation in the United States, partner

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