Allocation of Gain Sample Clauses

Allocation of Gain. Any income or gain from the sale or exchange of all or substantially all of the Company’s assets shall be allocated, first, to those Members with capital account balances less than the amounts of their respective Capital Contributions that have not previously been distributed, that amount of income or gain, if any, necessary to increase their capital account balances to the amount of their Capital Contributions not previously distributed; and thereafter, the remaining income or gain, if any, shall be allocated to the Members, ratably in proportion to their Ownership Percentages.
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Allocation of Gain. Any income or gain from the sale or exchange of all or substantially all of the Company’s assets shall be allocated, first, to those Members with capital account balances less than the amounts of their respective Capital Contributions that have not previously been distributed, that amount of income or gain, if any, necessary to increase their capital account balances to the amount of their Capital Contributions not previously distributed; provided, that a special allocation of gain shall be made to the holders of those Class C Capital Units which were issued upon the conversion of Class D Capital Units in an amount sufficient to equalize the capital account balances of all Class C Members holding the same number of Class C Capital Units; and thereafter, the remaining income or gain, if any, shall be allocated to the Members, ratably in proportion to their Ownership Percentages.
Sample 1Sample 2Sample 3See All (4)
Allocation of Gain. Any income or gain from the sale or exchange of all or substantially all of the Company’s assets shall be allocated, first, to those Members with capital account balances less than the amounts of their respective Capital Contributions that have not previously been distributed, that amount of income or gain, if any, necessary to increase their capital account balances to the amount of their Capital Contributions not previously distributed; and thereafter, the remaining income or gain, if any, shall be allocated to the Members, ratably in proportion to their Percentage Interests, subject, however to the liquidation preference and liquidation priority provided in Sections 13.5 and 13.6(a)(iii), respectively.
Sample 1Sample 2
Allocation of Gain. Any remaining gain for any Allocation Year with respect to all sales and other dispositions of Partnership Property (other than sales or other dispositions in the ordinary course of business of the Partnership), including any adjustments to the Gross Asset Value of Partnership Property pursuant to sections (b) and (c) of the definition of “Gross Asset Value” in Section 1.1 of this Agreement, shall be allocated 100% to the PIU Holders until the Economic Capital Account Balance of each Limited Partner attributable to that Limited Partner’s ownership of PIUs is equal to (i) the Common Unit Economic Balance multiplied by (ii) the number of PIUs held by such Limited Partner. Allocations under this Section 6.3.C(2) shall be made among PIU Holders in proportion to the number of PIUs held by each such PIU Holder. For clarity, the parties agree that this Section 6.3.C(2) is intended to make the Capital Account balances of the PIU Holders with respect to their PIUs economically equivalent to the Capital Account balance of the Company (held either directly or indirectly through Communities GP and Communities LP) with respect to its Common Units (i.e., the “target balance” for the PIUs).
Sample 1Sample 2
Allocation of Gain. Gain recognized by the Partnership shall be allocated (after giving effect to the allocations referred to in Sections 4.01 and 4.02 and all distributions other than distributions pursuant to Section 4.08B) with respect to any Fiscal Year in the following order of priority: (i) first, to all Partners whose Capital Accounts have a negative balance, in the ratio of such negative balances until such negative balances are brought to zero; provided, however, if there is insufficient Gain to bring such negative balances to zero, then: (a) if the sum of such negative balances is less than or equal to the Partnership Minimum Gain at the end of the Fiscal Year, then Gain shall be allocated in the ratio of the negative balances; and (b) if the sum of such negative balances exceeds the Partnership Minimum Gain at the end of the Fiscal Year, then Gain shall be allocated in the ratio of the deficit balance of the General Partner as reduced by such excess to the deficit balances of the Limited Partners, until the deficit balances of the Limited Partners are brought to zero, and then to the General Partner until its deficit balance is brought to zero; provided further, however, that solely for purposes of this Section 4.03(i), the Capital Account balance of a Limited Partner shall be deemed to include the amount of any obligation to make additional contributions to the capital of the Partnership; (ii) second, to all Partners up to the amount necessary to bring their respective Capital Account balances to an amount equal to their respective Invested Capital; provided, however, that in calculating Invested Capital solely for purpose of this Section 4.03(ii), Cumulative Capital of a Limited Partner who paid $87,715 per Unit in cash ($77,715 if purchased by the General Partner, its Affiliates, or officers, directors or employees of the General Partner or its Affiliates), upon his execution of the subscription documents as full payment of the purchase price of his Unit shall be deemed to be $100,000; (iii) third, in the case of Gain arising from the sale or disposition (or from a related series of sales or dispositions) of all or substantially all the Hotel or of all or substantially all the assets of the Partnership: (a) to the Limited Partners in an amount equal to the excess, if any, of (1) the sum of the product of 12% times the weighted average of the Limited Partners' Invested Capital each year, over (2) the sum of distributions to the Limited Partners of Cash Available ...
Sample 1
Allocation of Gain. Gain recognized by the Partnership shall be allocated (after giving effect to the allocations referred to in Sections 4.01 and 4.02 and all distributions other than distributions pursuant to Section 4.08) with respect to any Fiscal Year in the following order of priority: (i) first, to the Limited Partners whose Capital Accounts have negative balances, in proportion to such negative balances until such negative balances are brought to zero and then to the General Partner if its Capital Account has a negative balance until such negative balance is brought to zero; provided, however, that solely for purposes of this Section 4.03(i), the Capital Account balance of a Limited Partner shall be deemed to include the amount of any obligation to make additional contributions to the capital of the Partnership; (ii) second, to all Partners up to the amount necessary to bring their respective Capital Account balances to an amount equal to their respective Invested Capital; provided, however that in calculating Invested Capital solely for purpose of this Section 4.03(ii), Cumulative Capital of a Limited Partner who paid $87,600 per Unit in cash ($77,600 if purchased by the General Partner, its Affiliates, or officers and directors of the General Partner or its Affiliates), upon his execution of the subscription documents as full payment of the purchase price of his Unit shall be deemed to be $100,000; (iii) third, in the case of Gain arising from the sale or disposition (or from a related series of sales or dispositions) of all or substantially all the assets of the Partnership, to the Limited Partners in an amount equal to the excess, if any, of (1) the product of 12% times the weighted average of the Limited Partners' Invested Capital each year, over (2) the sum of distributions to the Limited Partners of Cash Available for Distribution each year; and (iv) thereafter, 35% to the General Partner and 65% to the Limited Partners.
Sample 1
Allocation of Gain. After compliance with Section 5.3(a), any Gain shall be allocated among the Partners as follows and in the following order of priority: (i) If, at the time of allocation of such Gain, either Partner shall have a negative balance in its Capital Account, there shall first be allocated to the Partners having a negative balance in their Capital Accounts, an amount of such Gain sufficient to cause the balances in their respective Capital Accounts to equal zero (0), such Gain to be allocated among the Partners pro rata in accordance with their respective negative Capital Account balances; and (ii) Next, any remaining Gain shall be allocated among the Partners in accordance with their then respective Partnership Percentages.
Sample 1
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Related to Allocation of Gain

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Allocation of Profit or Loss All Profit or Loss shall be allocated to the Member.

  • Limitation on Allocation of Net Loss To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Partnership Common Units in accordance with their respective Percentage Interests with respect to Partnership Common Units and (y) thereafter, among the Holders of other classes of Partnership Units as determined by the General Partner, subject to the limitations of this Section 6.4.A(vi).

  • Allocation of Realized Losses Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, if any, that resulted from any Cash Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation or REO Disposition that occurred during the related Prepayment Period or, in the case of a Servicing Modification that constitutes a reduction of the interest rate on a Mortgage Loan, the amount of the reduction in the interest portion of the Monthly Payment due during the related Due Period. The amount of each Realized Loss shall be evidenced by an Officers' Certificate. All Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows: first, to the Class B-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class B-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-1 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, if any such Realized Losses are on a Discount Mortgage Loan, to the Class A-P Certificates in an amount equal to the Discount Fraction of the principal portion thereof, and the remainder of such Realized Losses on the Discount Mortgage Loans and the entire amount of such Realized Losses on Non-Discount Mortgage Loans will be allocated among all the Senior Certificates (other than the Class A-V Certificates and Class A-P Certificates) in the case of the principal portion of such loss on a pro rata basis and among all of the Senior Certificates (other than the Class A-P Certificates) in the case of the interest portion of such loss on a pro rata basis, as described below. Any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses, Extraordinary Losses on Non-Discount Mortgage Loans will be allocated among the Senior Certificates (other than the Class A-P Certificates) and Subordinate Certificates, on a pro rata basis, as described below. The principal portion of such Realized Losses on the Discount Mortgage Loans will be allocated to the Class A-P Certificates in an amount equal to the Discount Fraction thereof and the remainder of such Realized Losses on the Discount Mortgage Loans and the entire amount of such Realized Losses on Non- Discount Mortgage Loans will be allocated among the Senior Certificates (other than the Class A-P Certificates) and Subordinate Certificates, on a pro rata basis, as described below. As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or based on the Accrued Certificate Interest thereon payable on such Distribution Date (without regard to any Compensating Interest for such Distribution Date) in the case of an interest portion of a Realized Loss. Except as provided in the following sentence, any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to a Class of Certificates shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date; provided that no such reduction shall reduce the aggregate Certificate Principal Balance of the Certificates below the aggregate Stated Principal Balance of the Mortgage Loans. Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the Subordinate Certificates then outstanding with the Lowest Priority shall be made by operation of the definition of "Certificate Principal Balance" and by operation of the provisions of Section 4.02(a). Allocations of the interest portions of Realized Losses (other than any interest rate reduction resulting from a Servicing Modification) shall be made in proportion to the amount of Accrued Certificate Interest and by operation of the definition of "Accrued Certificate Interest" and by operation of the provisions of Section 4.02(a). Allocations of the interest portion of a Realized Loss resulting from an interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby; provided that if any Subclasses of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such Realized Losses and other losses allocated to the Class A-V Certificates shall be allocated among such Subclasses in proportion to the respective amounts of Accrued Certificate Interest payable on such Distribution Date that would have resulted absent such reductions.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Net Loss A Net Loss for a particular fund or, in the case of a multi-class fund, a class results when aggregate Losses exceed aggregate Benefits (i.e., net redemptions on a day the fund’s or class’s NAV is overstated or net subscriptions on a day the fund’s or class’s NAV is understated) during the Error Period.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04. PART I. [OPTIONS (a) THROUGH (d)].

  • Allocations of Net Income and Net Loss Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests.

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