Common use of Allocation of Net Loss Clause in Contracts

Allocation of Net Loss. After giving effect to the special allocations set forth in Section 4.3, Section 4.4 and Section 4.5 hereof, if there is a Net Loss for any Fiscal Year, such Net Loss shall be allocated as set forth in Section 4.1(a) below, subject to the limitations in Section 4.1(b) below: (a) Net Loss for any Fiscal Year shall be allocated in the following order and priority: (i) First, to the Members, proportionately until the aggregate Net Loss allocated to each Member pursuant to this Section 4.1(a)(i) equals the aggregate Net Profit allocated to each Member pursuant to Section 4.2, with Net Loss being allocated to offset such prior allocations of Net Profit in the reverse order in which the same were made; (ii) The balance, if any, to the Members in proportion to their respective Percentage Interests. (b) Notwithstanding the allocations set forth in Section 4.1(a), no amount of Net Loss shall be allocated to any Member if such allocation would cause such Member to have an Adjusted Capital Account Deficit. The amount of the allocation of Net Loss which would otherwise have caused a Member to have an Adjusted Capital Account Deficit shall instead be allocated to those Members who would not have an Adjusted Capital Account Deficit as a result of the allocation in proportion to their Percentage Interests. If no Member may be allocated a Net Loss without creating or increasing an Adjusted Capital Account Deficit, then all further Net Loss shall be allocated among the Members in accordance with their Percentage Interests.

Allocation of Net Loss. After giving effect to the special allocations set forth in Section 4.3, 4.3 and Section 4.4 and Section 4.5 hereof, if there is a Net Loss for any Fiscal Year, such Net Loss shall be allocated as set forth in Section 4.1(a) below, subject to the limitations in Section 4.1(b) below: (a) Net Loss for any Fiscal Year shall be allocated in the following order and priority: (i) First, to the Members, proportionately until in accordance with their respective Percentage Interests, in an amount equal to the aggregate excess, if any, of (A) the cumulative Net Loss Profits allocated pursuant to each Member Section 4.2(c) hereof for all prior Fiscal Years, over (B) the cumulative Net Losses allocated pursuant to this Section 4.1(a)(i) equals the aggregate Net Profit allocated to each Member pursuant to Section 4.2, with Net Loss being allocated to offset such for all prior allocations of Net Profit in the reverse order in which the same were madeFiscal Years; (ii) Second, one hundred percent (100%) to CNL, in an amount equal to the excess, if any, of (A) the cumulative Net Profits allocated pursuant to Section 4.2(b) hereof for all prior Fiscal Years, over (B) the cumulative Net Losses allocated pursuant to this Section 4.1(a)(ii) for all prior Fiscal Years; (iii) The balance, if any, to the Members in proportion to their respective Percentage Interests. (b) Notwithstanding the allocations set forth in Section 4.1(a), no amount of Net Loss shall be allocated to any Member if such allocation would cause such Member to have an Adjusted Capital Account Deficit. The amount of the allocation of Net Loss which would otherwise have caused a Member to have an Adjusted Capital Account Deficit shall instead be allocated to those Members who would not have an Adjusted Capital Account Deficit as a result of the allocation in proportion to their Percentage Interests. If no Member may be allocated a Net Loss without creating or increasing an Adjusted Capital Account Deficit, then all further Net Loss shall be allocated among the Members in accordance with their Percentage Interests.

Allocation of Net Loss. After giving effect to the special allocations set forth in Section 4.33.6, Section 4.4 and Section 4.5 hereof, if there is a Net Loss for any Fiscal Year, such Net Loss shall be allocated as set forth in Section 4.1(a) below, subject to the limitations in Section 4.1(b) below: (a) Net Loss for any Fiscal Year or other period shall be allocated in among the following order and priorityMembers as follows: (ia) First, to the Members, proportionately until the aggregate those Members who have received prior allocations of Net Loss Income (including Net Income allocated to each a predecessor of a Member pursuant to this Section 4.1(a)(ithe extent such Net Income has been reflected in the Member's Capital Account) equals the aggregate Net Profit allocated to each Member pursuant to Section 4.2, with Net Loss being allocated to offset until all such prior allocations of Net Profit Income have been offset in full by allocations of Net Loss under this Section 3.5(a), in inverse order to the reverse order in which prior allocations of Net Income (i.e., the same were madelast dollar of Net Income allocated shall be offset by the next dollar of Net Loss allocated); (iib) The balanceNext, if anyNet Loss shall be allocated to the Members in proportion to the positive balances in their Capital Accounts, until each Member's Capital Account balance has been reduced to zero; and (c) Next, Net Loss shall be allocated to the Members in proportion to their respective Percentage Interests. (b) Notwithstanding the allocations set forth , except that in Section 4.1(a), no amount of event shall Net Loss shall be allocated to any Member if such allocation would cause reduce such Member's Capital Account balance to less than a deficit amount equal to the amount such Member is deemed obligated to have an Adjusted restore to its Capital Account Deficit. The amount pursuant to the next to last sentences of the allocation of Net Loss which would otherwise have caused a Member to have an Adjusted Capital Account Deficit shall instead be allocated to those Members who would not have an Adjusted Capital Account Deficit as a result of the allocation in proportion to their Percentage Interests. If no Member may be allocated a Net Loss without creating or increasing an Adjusted Capital Account Deficit, then all further Net Loss shall be allocated among the Members in accordance with their Percentage InterestsTreasury Regulations sections 1.704-2(g)(1) and (i)(5).