Common use of Allocation of Gain or Loss Upon Sale Clause in Contracts

Allocation of Gain or Loss Upon Sale. Notwithstanding Section 5.3(b) and Section 5.3(c), and after giving effect to the allocations provided in Section 5.3(a), in the event of a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, or upon the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), beginning in the year in which the contract or agreement for such sale is entered into or, if such contract or agreement is entered into on or prior to the date on which the Partnership's Federal income tax return with respect to the prior year is required to be filed (not including any extensions), beginning in such prior year: (i) First, Gross Profit shall be allocated to Paragon until Paragon shall have been allocated Gross Profit in an amount equal to the excess, if any, of (A) the sum of (I) the aggregate Net Loss allocated to Paragon pursuant to Section 5.3(c)(ii) for all prior Fiscal Years, and (II) the cumulative Priority Return accrued through the end of such Fiscal Year (or portion thereof), over (B) the aggregate Net Profit allocated to Paragon pursuant to Sections 5.3(b)(i) and Section 5.3(b)(ii) for all prior Fiscal Years, which allocation shall be divided among the Series A Preferred Partnership Units and the Series B Preferred Partnership Units held by Paragon, pari passu, in proportion to such excess amount calculated for each of them; (ii) Finally, Gross Profit and Gross Loss shall be allocated to the Partners so as to cause the credit balance in each Partner's Capital Account to equal, as nearly as possible, the amount each Partner would receive in a distribution on dissolution, if the distribution were made in accordance with Section 5.1(d). In the event that such sale or liquidation does not take place within the year following the year of the signing of the contract or agreement, or upon the termination of such contract or agreement, if earlier, allocations of Gross Profit or Gross Loss shall be made to reverse, as rapidly as possible, the effect of any such allocations made pursuant to this Section 5.3(d).

Allocation of Gain or Loss Upon Sale. Notwithstanding Section 5.3(b) and Section 5.3(c), and after giving effect to the allocations provided in Section 5.3(a), in the event of a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, or upon the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), beginning in the year in which the contract or agreement for such sale is entered into or, if such contract or agreement is entered into on or prior to the date on which the Partnership's Federal income tax return with respect to the prior year is required to be filed (not including any extensions), beginning in such prior year: (i1) First, Gross Profit shall be allocated to Paragon until Paragon shall have been allocated Gross Profit in an amount equal to the excess, if any, of (A) the sum of (I) the aggregate Net Loss allocated to Paragon pursuant to Section 5.3(c)(ii) for all prior Fiscal Years, and (II) the cumulative Priority Return accrued through the end of such Fiscal Year (or portion thereof), over (B) the aggregate Net Profit allocated to Paragon pursuant to Sections 5.3(b)(i) and Section 5.3(b)(ii) for all prior Fiscal Years, which allocation shall be divided among the Series A Preferred Partnership Units and the Series B Preferred Partnership Units held by Paragon, pari passu, in proportion to such excess amount calculated for each of them; (ii2) Finally, Gross Profit and Gross Loss shall be allocated to the Partners so as to cause the credit balance in each Partner's Capital Account to equal, as nearly as possible, the amount each Partner would receive in a distribution on dissolution, if the distribution were made in accordance with Section 5.1(d). In the event that such sale or liquidation does not take place within the year following the year of the signing of the contract or agreement, or upon the termination of such contract or agreement, if earlier, allocations of Gross Profit or Gross Loss shall be made to reverse, as rapidly as possible, the effect of any such allocations made pursuant to this Section 5.3(d).

Allocation of Gain or Loss Upon Sale. Notwithstanding Section 5.3(b) and Section 5.3(c), and after giving effect to the allocations provided in Section 5.3(a), in the event of a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, or upon the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), beginning in the year in which the contract or agreement for such sale is entered into or, if such contract or agreement is entered into on or prior to the date on which the Partnership's Federal income tax return with respect to the prior year is required to be filed (not including any extensions), beginning in such prior year: (i) First, Gross Profit shall be allocated to Paragon and TWE (on a pari passu basis in proportion to the excess amounts calculated in clauses (A) and (B) below, respectively): (A) until Paragon shall have been allocated Gross Profit in an amount equal to the excess, if any, of (AI) the sum of (Ix) the aggregate Net Loss allocated to Paragon pursuant to Section 5.3(c)(ii5.3(c)(ii)(A) for all prior Fiscal Years, and (IIy) the cumulative Series A Priority Return, Series B Priority Return and Series C Priority Return accrued through the end of such Fiscal Year (or portion thereof), over (BII) the aggregate Net Profit allocated to Paragon pursuant to Sections 5.3(b)(i5.3(b)(i)(A) and Section 5.3(b)(ii5.3(b)(ii)(A) for all prior Fiscal Years, which allocation shall be divided among the Series A Preferred Partnership Units, the Series B Preferred Partnership Units and the Series B C Preferred Partnership Units held by Paragon, pari passu, in proportion to such excess amount calculated for each of them;; and (B) Until TWE shall have been allocated Gross Profit in an amount equal to the excess, if any, of (I) the sum of (x) the aggregate Net Loss allocated to TWE pursuant to Section 5.3(c)(ii)(B) for all prior Fiscal Years, and (y) the cumulative Series C Priority Return accrued through the end of such Fiscal Year (or portion thereof), over (II) the aggregate Net Profit allocated to TWE pursuant to Sections 5.3(b)(i)(B) and Section 5.3(b)(ii)(B) for all prior Fiscal Years. (ii) Finally, Gross Profit and Gross Loss shall be allocated to the Partners so as to cause the credit balance in each Partner's Capital Account to equal, as nearly as possible, the amount each Partner would receive in a distribution on dissolution, if the distribution were made in accordance with Section 5.1(d). In the event that such sale or liquidation does not take place within the year following the year of the signing of the contract or agreement, or upon the termination of such contract or agreement, if earlier, allocations of Gross Profit or Gross Loss shall be made to reverse, as rapidly as possible, the effect of any such allocations made pursuant to this Section 5.3(d).

Allocation of Gain or Loss Upon Sale. Notwithstanding Section 5.3(b) and Section 5.3(c), and after giving effect to the allocations provided in Section 5.3(a), in the event of a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, or upon the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), beginning in the year in which the contract or agreement for such sale is entered into or, if such contract or agreement is entered into on or prior to the date on which the Partnership's Federal income tax return with respect to the prior year is required to be filed (not including any extensions), beginning in such prior year: (i) First, Gross Profit shall be allocated to Paragon and TWE (on a pari passu basis in proportion to the excess amounts calculated in clauses (A) and (B) below, respectively): (A) until Paragon shall have been allocated Gross Profit in an amount equal to the excess, if any, of (AI) the sum of (Ix) the aggregate Net Loss allocated to Paragon pursuant to Section 5.3(c)(ii5.3(c)(ii)(A) for all prior Fiscal Years, and (IIy) the cumulative Series A Priority Return, Series B Priority Return and Series C Priority Return accrued through the end of such Fiscal Year (or portion thereof), over (BII) the aggregate Net Profit allocated to Paragon pursuant to Sections 5.3(b)(i5.3(b)(i)(A) and Section 5.3(b)(ii5.3(b)(ii)(A) for all prior Fiscal Years, which allocation shall be divided among the Series A Preferred Partnership Units, the Series B Preferred Partnership Units and the Series B C Preferred Partnership Units held by Paragon, pari passu, in proportion to such excess amount calculated for each of them;; and (B) Until TWE shall have been allocated Gross Profit in an amount equal to the excess, if any, of (I) the sum of (x) the aggregate Net Loss allocated to TWE pursuant to Section 5.3(c)(ii)(B) for all prior Fiscal Years, and (y) the cumulative Series C Priority Return accrued through the end of such Fiscal Year (or portion thereof), over (II) the aggregate Net Profit allocated to TWE pursuant to Sections 5.3(b)(i)(B) and Section 5.3(b)(ii)(B) for all prior Fiscal Years. (ii) Finally, Gross Profit and Gross Loss shall be allocated to the Partners so as to cause the credit balance in each Partner's Capital Account to equal, as nearly as possible, the amount each Partner would receive in a distribution on dissolution, if the distribution were made in accordance with Section 5.1(d). In the event that such sale or liquidation does not take place within the year following the year of the signing of the contract or agreement, or upon the termination of such contract or agreement, if earlier, allocations of Gross Profit or Gross Loss shall be made to reverse, as rapidly as possible, the effect of any such allocations made pursuant to this Section 5.3(d).

Allocation of Gain or Loss Upon Sale. Notwithstanding Section 5.3(b) and Section 5.3(c), and after giving effect to the allocations provided in Section 5.3(a), in the event of a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, or upon the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), beginning in the year in which the contract or agreement for such sale is entered into or, if such contract or agreement is entered into on or prior to the date on which the Partnership's Federal income tax return with respect to the prior year is required to be filed (not including any extensions), beginning in such prior year: (i) First, Gross Profit shall be allocated to Paragon and TWE (on a PARI PASSU basis in proportion to the excess amounts calculated in clauses (A) and (B) below, respectively): (A) until Paragon shall have been allocated Gross Profit in an amount equal to the excess, if any, of (AI) the sum of (Ix) the aggregate Net Loss allocated to Paragon pursuant to Section 5.3(c)(ii5.3(c)(ii)(A) for all prior Fiscal Years, and (IIy) the cumulative Series A Priority Return, Series B Priority Return and Series C Priority Return accrued through the end of such Fiscal Year (or portion thereof), over (BII) the aggregate Net Profit allocated to Paragon pursuant to Sections 5.3(b)(i5.3(b)(i)(A) and Section 5.3(b)(ii5.3(b)(ii)(A) for all prior Fiscal Years, which allocation shall be divided among the Series A Preferred Partnership Units, the Series B Preferred Partnership Units and the Series B C Preferred Partnership Units held by Paragon, pari passuPARI PASSU, in proportion to such excess amount calculated for each of them;; and (B) Until TWE shall have been allocated Gross Profit in an amount equal to the excess, if any, of (I) the sum of (x) the aggregate Net Loss allocated to TWE pursuant to Section 5.3(c)(ii)(B) for all prior Fiscal Years, and (y) the cumulative Series C Priority Return accrued through the end of such Fiscal Year (or portion thereof), over (II) the aggregate Net Profit allocated to TWE pursuant to Sections 5.3(b)(i)(B) and Section 5.3(b)(ii)(B) for all prior Fiscal Years. (ii) Finally, Gross Profit and Gross Loss shall be allocated to the Partners so as to cause the credit balance in each Partner's Capital Account to equal, as nearly as possible, the amount each Partner would receive in a distribution on dissolution, if the distribution were made in accordance with Section 5.1(d). In the event that such sale or liquidation does not take place within the year following the year of the signing of the contract or agreement, or upon the termination of such contract or agreement, if earlier, allocations of Gross Profit or Gross Loss shall be made to reverse, as rapidly as possible, the effect of any such allocations made pursuant to this Section 5.3(d).