Common use of Allocation of Net Income or Loss Clause in Contracts

Allocation of Net Income or Loss. Items of income, gain, loss or deduction of the Company for a Fiscal Year shall be allocated among the Members in a manner that is consistent with the interests of the Members in the Company determined under Treasury Regulations Section 1.704-1(b)(3), it being intended that such allocations of income, gain, loss and deduction will be reflected in the Capital Accounts that are maintained under Section 7.1 hereof and will result in Capital Account balances that are, as nearly as possible, equal (proportionately) to the amounts that would be distributed to each Member if (a) the Company were to sell its assets for their book values as maintained for purposes of Code Section 704(b), (b) all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the book value of the assets securing such liability), (c) the Company were to distribute the proceeds of the sale pursuant to Section 6.1 hereof, and (d) the Company were to dissolve, minus any minimum gain and Member minimum gain (as defined in Treasury Regulations Section 1.704-2) and the amount, if any, that such Member is obligated (or deemed obligated) to contribute to the Company. It is the intention of the parties that, to the extent possible and consistent with the economics of this Agreement, the foregoing allocations be respected for U.S. federal income tax purposes and, in furtherance of that intention, a “qualified income offset” provision, a “minimum gain chargeback” provision, and any other such provision described in applicable regulations and deemed desirable by the Managing Member shall be incorporated by reference into this Agreement. Notwithstanding anything to the contrary herein, the Managing Member may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement taking into account such facts and circumstances as the Managing Member deems reasonably necessary or appropriate for this purpose.

Allocation of Net Income or Loss. Items of income, gain, loss or deduction of the Company Partnership for a Fiscal Year shall be allocated among the Members Partners in a manner that is consistent with the interests of the Members Partners in the Company Partnership determined under Treasury Regulations Section 1.704-1(b)(3), it being intended that such allocations of income, gain, loss and deduction will be reflected in the Capital Accounts that are maintained under Section 7.1 hereof and will result in Capital Account balances that are, as nearly as possible, equal (proportionately) to the amounts that would be distributed to each Member Partner if (a) the Company Partnership were to sell its assets for their book values as maintained for purposes of Code Section 704(b), (b) all Company Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the book value of the assets securing such liability), (c) the Company Partnership were to distribute the proceeds of the sale pursuant to Section 6.1 hereof, and (d) the Company Partnership were to dissolve, minus any minimum gain and Member Partner minimum gain (as defined in Treasury Regulations Section 1.704-2) and the amount, if any, that such Member Partner is obligated (or deemed obligated) to contribute to the CompanyPartnership. It is the intention of the parties that, to the extent possible and consistent with the economics of this Agreement, the foregoing allocations be respected for U.S. federal income tax purposes and, in furtherance of that intention, a “qualified income offset” provision, a “minimum gain chargeback” provision, and any other such provision described in applicable regulations and deemed desirable by the Managing Member General Partner shall be incorporated by reference into this Agreement. Notwithstanding anything to the contrary herein, the Managing Member General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement taking into account such facts and circumstances as the Managing Member General Partner deems reasonably necessary or appropriate for this purpose.