Allocation of Loss. Any loss from the sale or exchange of all or substantially all of the Company’s assets shall be allocated first, so as to equalize the capital account balances of all Members holding the same number of Capital Units, and thereafter, the remaining losses shall be allocated to the Members, ratably in proportion to their Ownership Percentages.
Allocation of Loss. Loss (as defined in Section 6.5, below) for each taxable year shall be allocated as follows:
(a) First, in the event that Profit has been previously allocated to the Members pursuant to Section 6.1(b) for any prior period, then Loss shall be allocated to the Members to offset such Profit; and
(b) Second, the balance of any Loss then remaining shall be allocated to the Members in proportion to their respective Percentage Interests.
Allocation of Loss. Loss (as defined in Section 5.3, below) for each taxable year shall be allocated as follows:
(a) First, to the Partners to adjust their Adjusted Balances progressively as necessary to preserve the priorities of such balances described in Section 5.2.1(a) through (d) above, until the Adjusted Balances of the Partners have been reduced to zero; and
(b) Then, in accordance with the Partners’ respective Percentage Interest.
Allocation of Loss. After giving effect to the special allocations set forth in Sections 5.1(b), (c), (d) and (g), Loss shall be allocated as follows:
(1) First, to the General Partner and the Limited Partner in proportion to and to the extent of Profit allocated to the General Partner and the Limited Partner pursuant to Section 5.1(a)(i)(3) until the aggregate Loss allocated pursuant to this Section 5.1(a)(ii)(1) for such fiscal year and all previous fiscal years is equal to the aggregate Profit allocated to the General Partner and the Limited Partner pursuant to Section 5.1(a)(i)(3) for all previous fiscal years;
(2) Second, to the General Partner in proportion to and to the extent of Profit allocated to the General Partner pursuant to Section 5.1(a)(i)(2) until the aggregate Loss allocated pursuant to this Section 5.1(a)(ii)(2) for such fiscal year and all previous fiscal years is equal to the aggregate Profit allocated to the General Partner pursuant to Section 5.1(a)(i)(2) for all previous fiscal years; and
(3) Thereafter, to the General Partner.
Allocation of Loss. If a Claim made against the Insured Person includes both covered and uncovered matters, or if a Claim is made against both the Insured Persons and others not covered under this Policy (including the Company), it is agreed that there must be an allocation of Loss pertaining to such insured and uninsured matters. Such allocation will be based on the determination in any final judicial decision or finding or in any binding settlement or other agreement. Until such determination or if there is no such determination, the Insured Person, the Company and the Insurer shall agree upon a fair and proper allocation between insured and uninsured matters based upon the relative legal and financial exposures of the parties to such matters. Any allocation or payment of Defence Costs shall not apply to or create any presumption with respect to the allocation of other Loss.
Allocation of Loss. After giving effect to the special allocations set forth in Sections 5.1.2, 5.1.3, 5.1.4 and 5.1.7, Loss shall be allocated as follows:
(i) First, to the Common Limited Partners and General Partner in proportion to their Percentage Interests until the Loss allocated to the Common Limited Partners and General Partner pursuant to this Section 5.1.1(b)(i) for such fiscal year and all previous fiscal years is equal to the aggregate Profits allocated to the Common Limited Partners and General Partner pursuant to Section 5.1.1(a)(iii);
(ii) Second, to the Common Limited Partners and General Partner in proportion to their positive Capital Account balances until their Capital Accounts are reduced to zero; and
(iii) Thereafter, to the General Partner.
Allocation of Loss. After giving effect to the special allocations set forth in Sections 9.3 and 9.4, the Loss for any Fiscal Year of the Company shall be allocated among the Unit Holders in the following order of priority:
(a) first, in proportion to the amounts allocated to the Class A Unit Holders pursuant to Section 9.1 in an amount equal to the excess, if any, of (i) the cumulative net Profits allocated to the Unit Holders pursuant to Section 9.1 for all prior Fiscal Years, over (ii) the cumulative Losses allocated to the Unit Holders pursuant to this Section 9.2(a) for all prior Fiscal Years;
(b) second, to all Unit Holders in proportion to their respective Percentage Interests; provided, however, that Losses shall not be allocated to any Unit Holder pursuant to this Section 9.2(b) to the extent such allocation would cause such Unit Holder to have a Deficit Capital Account at the end of any Fiscal Year. Any such excess Losses shall, instead, be allocated among the Unit Holders who do not have Deficit Capital Account balances, pro rata in accordance with their respective Percentage Interests, until such time as the maximum amount of Loss has been allocated to each such Unit Holder without causing such Unit Holder to have a Deficit Capital Account; and
(c) third, any remaining Loss shall be allocated among the Unit Holders in proportion to their respective Percentage Interests.
Allocation of Loss. After giving effect to the special allocations in Section 7.8, Loss for any Period shall be allocated among the Members so as to reduce proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such Period. No portion of the Loss for any Period shall be allocated to a Member whose Target Capital Account is greater than or equal to his Partially Adjusted Capital Account for such Period.
Allocation of Loss. Loss for each Fiscal Year shall be allocated to the Members in accordance with the following order of priority:
(a) Loss up to the excess, if any, of the aggregate Profit allocated pursuant to Section 6.1(c) for any prior Fiscal Year over the sum of the aggregate Loss previously allocated pursuant to this Section 6.2(a) and the aggregate amount previously allocated to the Members in proportion to the Capital Contribution for each Member;
(b) Any remaining Loss up to the aggregate Adjusted Capital Account balances of the Members having positive Adjusted Capital Account balances shall be allocated to the Members in proportion to such Adjusted Capital Account balances; and
(c) Any remaining Loss shall be allocated to the Members in proportion to their respective Percentages.
Allocation of Loss. After giving effect to the Special Allocations set forth in SECTION 3.5, and except as provided in SECTION 3.6, Loss of the Company for any period shall be allocated to the Members in proportion to their respective Percentage Interests. Notwithstanding the above, Loss from a Capital Transaction with respect to a sale of a Project shall be allocated first to Manager to the extent of Manager's Unreturned Capital Contributions with respect to such Project after reflecting any distributions of Unreturned Capital Contributions resulting from such sale under SECTION 3.9(c), second to CalPERS to the extent of CalPERS' Unreturned Capital Contributions with respect to such Project after reflecting any distributions of Unreturned Capital Contributions resulting from such sale under SECTION 3.9(c) and third to the Members in proportion to their respective Percentage Interests. Furthermore, Loss from a Capital Transaction upon the Liquidation of the Company shall be allocated first to Manager to the extent of Manager's Unreturned Capital Contributions after reflecting any distributions of Unreturned Capital Contributions resulting from such Liquidation pursuant to SECTION 3.9(c), second to CalPERS to the extent of CalPERS' Unreturned Capital Contributions after reflecting any distributions of Unreturned Capital Contributions resulting from such Liquidation pursuant to SECTIONS 3.9(c) and (e), and third to the Members in proportion to their respective Percentage Interests.
