Common use of Allocation of Gains Clause in Contracts

Allocation of Gains. and Losses from a Capital Transaction. All gains and losses from a Capital Transaction shall be allocated in the following manner: A. All gains shall be allocated as follows: (i) First, gains shall be allocated among the Partners with negative balances in their Capital Accounts in proportion to such balances until the Capital Account of each Partner is increased to zero; (ii) Second, to each Partner who has received or will receive a distribution out of the proceeds of such Capital Transaction pursuant to Section 6.3(d), an amount of gain equal to the excess of the distribution over the positive balances in the Capital Accounts of the Partners (determined after the allocation in this Section 6.4.A(i)), in proportion to the respective amounts of such excess; and (iii) Third, gain in excess of amounts allocated under subsections (i) and (ii) above shall be allocated to the Partners in accordance with their Partnership Interests as set forth on Schedule I. B. All losses shall be allocated as follows: (i) First, an amount of loss equal to the amount by which the aggregate amount of the Capital Accounts for all Partners exceeds the total capital contributions of all Partners shall be allocated in the ratio that each Partner's individual excess balance in his Capital Account bears to the aggregate excess balances of all Partners; (ii) Second, the remainder of the loss shall be allocated among the Partners with positive Capital Accounts, after giving effect to allocations under Section 6.4B (i), by allocating an amount of loss to each such Partner which bears the same ratio to the total loss to be allocated under this Section 6.4B (ii) as the positive Capital Account of such Partner bears to the sum of the positive Capital Accounts of all Partners; and (iii) Third, the amount of loss that remains after the allocations under the preceding subsections (i) and (ii) shall be allocated to the Partners in accordance with their respective Partnership Interests as set forth on Schedule I. C. Any portion of the gains treated as ordinary income for Federal income tax purposes under Sections 1245 or 1250 of the Code ("Recapture Amount") shall be allocated among the General Partner and Class A Limited Partners in proportion to their respective Partnership interests.

Allocation of Gains. and Losses from a Capital Transaction. ----------- ---------------------------------------------------------- All gains and losses from a Capital Transaction shall be allocated in the following manner:. A. All gains shall be allocated as follows: (i) First, an amount equal to the amount distributed in Section 6.3(d) shall be allocated in equal shares to Michael J. Batza, Jr., Earl L. Linehan and Roger C. Lipitz; -00- (xx) Xxxxxx, xxter the allocation pursuant to Section 6.4(A)(i) and after the distribution in 6.3(d), gains shall be allocated among the Partners with negative balances in their Capital Accounts in proportion to such balances until the Capital Account of each Partner partner is increased to zero; (iiiii) SecondThird, to each Partner who has received or will receive a distribution out of the proceeds of such Capital Transaction pursuant to Section 6.3(d6.3(e), an amount of gain equal to the excess of the distribution over the positive balances in the Capital Accounts of the Partners (determined after the allocation in this is Section 6.4.A(i6.4(A)(ii)), in proportion to the respective amounts of such excess; and (iiiiv) ThirdFourth, gain in excess of amounts allocated under subsections (i), (ii) and (iiiii) above shall be allocated to the Partners in accordance with their Partnership Interests as set forth on Schedule I. B. All losses shall be allocated as follows: (i) First, an amount of loss equal to the amount by which the aggregate amount of the Capital Accounts for all Partners exceeds the total capital contributions of all Partners shall be allocated in the ratio that each Partner's individual excess balance in his Capital Account bears to the aggregate excess balances of all Partners; (ii) Second, the remainder of the loss loans shall be allocated among the Partners with positive Capital Accounts, after giving effect to allocations under Section 6.4B (i), by allocating an amount of loss to each such Partner which bears the same ratio to the total loss to be allocated under this Section 6.4B (ii) as the positive Capital Account of such Partner bears to the sum of the positive Capital Accounts of all Partners; and (iii) Third, the amount of loss that remains after the allocations under the preceding subsections (i) and (ii) shall be allocated to the Partners in accordance with their respective Partnership Interests as set forth on Schedule I. C. Any portion of the gains treated as ordinary income for Federal income tax purposes under Sections 1245 or 1250 of the Code ("Recapture Amount") shall be allocated among the General Partner and Class A Limited Partners in proportion to their respective Partnership interests.I. -15-

Allocation of Gains. and Losses from a Capital Transaction. All gains and losses from a Capital Transaction shall be allocated in the following manner: A. All gains shall be allocated as follows: (i) First, gains shall be allocated among the Partners with negative balances in their Capital Accounts in proportion to such balances until the Capital Account of each Partner is increased to zero; (ii) Second, to each Partner who has received or will receive a distribution out of the proceeds of such Capital Transaction pursuant to Section 6.3(d), an amount of gain equal to the excess of the distribution over the positive balances in the Capital Accounts of the Partners (determined after the allocation in this Section 6.4.A(i)6.4A(i), in proportion to the respective amounts of such excess; and (iii) Third, gain in excess of amounts allocated under subsections (i) and (ii) above shall be allocated to the Partners in accordance with their Partnership Interests as set forth on Schedule I. B. All losses shall be allocated as follows: (i) First, an amount of loss equal to the amount by which the aggregate amount of the Capital Accounts for all Partners exceeds the total capital contributions of all Partners shall be allocated in the ratio that each Partner's individual excess balance in his Capital Account bears to the aggregate excess balances of all Partners; (ii) Second, the remainder of the loss shall be allocated among the Partners with positive Capital Accounts, after giving effect to allocations under Section 6.4B (i), by allocating an amount of loss to each such Partner which bears the same ratio to the total loss to be allocated under this Section 6.4B (ii) as the positive Capital Account of such Partner bears to the sum of the positive Capital Accounts of all Partners; and (iii) Third, the amount of loss that remains after the allocations under the preceding subsections (i1) and (ii) shall be allocated to the Partners in accordance with their respective Partnership Interests as set forth on Schedule I. C. Any portion of the gains treated as ordinary income for Federal income tax purposes under Sections 1245 or 1250 of the Code ("Recapture Amount") shall be allocated among the General Partner and Class A Limited Partners in proportion to their respective Partnership interestsInterests.

Allocation of Gains. and Losses from a Capital Transaction. All gains and losses from a Capital Transaction shall be allocated in the following manner: A. All gains shall be allocated as follows: (i) First, an amount equal to the amount distributed in Section 6.3(d) shall be allocated as follows: (a) 5% to Meridian Associates '87; (b) the balance shall be allocated in equal shares to Xxxxxxx X. Xxxxx, Xx., Xxxx X.Xxxxxxx and Xxxxx X. Xxxxxx; (ii) Second, after the allocation pursuant to Section 6.4(A)(i) and after the distribution in Section 6.3(d), gains shall be allocated among the Partners with negative o0068 PAGE 304 balances in their Capital Accounts in proportion to such balances until the Capital Account of each Partner is increased to zero; (iiiii) SecondThird, to each Partner who has received or will receive a distribution out of the proceeds of such Capital Transaction pursuant to Section 6.3(d6.3(e), an amount of gain equal to the excess of the distribution over the positive balances in the Capital Accounts of the Partners (determined after the allocation in this Section 6.4.A(i6.4 (A)(ii)), in proportion to the respective amounts of such excess; and (iiiiv) ThirdFourth, gain in excess of amounts allocated under subsections (i), (ii) and (iiiii) above shall be allocated to the Partners in accordance with their Partnership Interests as set forth on Schedule I. B. All losses shall be allocated as follows: (i) First, an amount of loss equal to the amount by which the aggregate amount of the Capital Accounts for all Partners exceeds the total capital contributions of all Partners shall be allocated in the ratio that each Partner's individual excess balance in his Capital Account bears to the aggregate excess balances of all Partners; (ii) Second, the remainder of the loss shall be allocated among the Partners with positive Capital Accounts, after giving effect to allocations under Section 6.4B (i), by allocating an amount of loss to each such Partner which bears the same ratio to the total loss to be allocated under this this, Section 6.4B (ii) as the positive Capital Account of such Partner bears to the sum of the positive Capital Accounts of all Partners; and (iii) Third, the amount of loss that remains after the allocations under the preceding subsections (i) and (ii) shall be allocated to the Partners in accordance with their respective Partnership Interests as set forth on Schedule I. C. Any portion of the gains treated as ordinary income for Federal income tax purposes under Sections 1245 or 1250 of the Code ("Recapture Amount") shall be allocated among the General Partner and Class A Limited Partners in proportion to their respective Partnership interests.