Allocation of Net Losses. All Net Losses shall be allocated in the following order of priority:
5.2.1 First, 100% to the Members, pro rata in accordance with their Percentage Interests until each Member’s Capital Account is reduced to zero.
5.2.2 The balance, if any, to the Managers in proportion with each Manager’s respective ownership Interest in the Company.
Allocation of Net Losses. After giving effect to Section 1.5 of this Exhibit, for any Fiscal Year, the items of income, expense, gain and loss of the Company comprising Net Losses shall be allocated as follows:
(1) First, (i) thirty-five percent (35%) to the Non-Managing Member, and (ii) sixty-five percent (65%) to Managing Member, until the aggregate amount of Net Losses allocated pursuant to this Section 1.3(b)(1) equals the aggregate amount Net Income allocated pursuant to Section 1.3(a)(7) of this Exhibit;
(2) Second, to the Members, pro rata in accordance with their respective Membership Percentages until the aggregate amount of Net Losses allocated pursuant to this Section 1.3(b)(2) equals the aggregate amount Net Income allocated pursuant to Section 1.3(a)(6) of this Exhibit; and
(3) Third, to the Non-Managing Member until the aggregate amount of Net Losses allocated to the Non-Managing Member pursuant to this Section 1.3(b)(3) equals the aggregate amount Net Income allocated pursuant to Section 1.3(a)(5) of this Exhibit;
(4) Fourth, to the Managing Member until the aggregate amount of Net Losses allocated to the Managing Member pursuant to this Section 1.3(b)(4) equals the aggregate amount Net Income allocated pursuant to Section 1.3(a)(4) of this Exhibit;
(5) Thereafter, to the Members, pro rata in accordance with their respective Membership Percentages.
Allocation of Net Losses. After giving effect to any special or other overriding allocations set forth in this Article IV, Net Losses shall be allocated among the Members as follows:
(i) first, in proportion and to the extent of the Members’ positive adjusted Capital Accounts; and
(ii) thereafter, to the Members in accordance with their respective Percentage Interests.
Allocation of Net Losses. Net Losses for each fiscal period of the Company shall be allocated to the Members in proportion to their Percentage Interests.
Allocation of Net Losses. Subject to the provisions of Sections 6.4 and 6.5, Net Losses for any Fiscal Year or other period shall be allocated to the Members according to their Percentage Interests.
Allocation of Net Losses. Net Losses for each Fiscal Year shall be allocated to the Members in accordance with their respective Participation Percentages.
Allocation of Net Losses. Subject to the provisions of Section 4.10, Net Losses for each Fiscal Year shall be allocated 1% to the General Partner and 99% to the Limited Partners.
Allocation of Net Losses. After application of Sections 4.03 and 4.04, Net Losses for each Fiscal Year shall be allocated among the Members in the following order and priority:
(a) first, to the Members in proportion to and to the extent of the excess, if any, of (A) the cumulative Net Profits allocated to such Member pursuant to Section 4.02(c) for all prior Fiscal Years, over (B) the cumulative distributions to such Member pursuant to Section 5.02(c);
(b) second, to the Members in accordance with their Percentage Interests until the balance in each Member’s Capital Account equals zero; and
(c) third, to the Members, in proportion to their Percentage Interests. For purposes of determining the amount of Net Losses to be allocated pursuant to Section 4.01(b) for any Fiscal Year, the Capital Account of each Member shall be increased by such Member’s share of “partnership minimum gain” as of the last day of such Fiscal Year, determined pursuant to Section 1.704-2(g)(1) of the Regulations, and by such Member’s share of “partner nonrecourse debt minimum gain” as of the last day of such Fiscal Year, determined pursuant to Section 1.704-2(i)(5) of the Regulations. Notwithstanding anything in this Agreement to the contrary, no Member shall be allocated Net Losses under this Section 4.01 to the extent such allocation would cause or increase an Adjusted Capital Account deficit for such Member as of the last day of the Fiscal Year to which such allocation relates. Any amounts not allocated to a Member pursuant to the limitation set forth in the preceding sentence shall be allocated to the other Members in proportion to and to the extent that such allocations would not cause them to have, or increase their, Adjusted Capital Account deficits. Any remaining Net Losses shall be allocated among the Members in proportion to their then-current respective Percentage Interests. This provision is intended to ensure that allocations of Net Losses have economic effect pursuant to Treas. Reg. §1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
Allocation of Net Losses. 4.3.3.1. First, to the Member's in the amount and in proportion to the Net Profits, if any, allocated to the Members pursuant to Section 4.3.2 until the cumulative amount of Net Losses allocated pursuant to this Section 4.3.3 equals the cumulative amount of Net Profits allocated to each Member and not previously offset pursuant to this Section;
4.3.3.2. Second, to the Members, in proportion to the positive balance in their respective Capital Accounts, until the Capital Accounts of all Members have reached a zero balance; and
4.3.3.3. The balance, to the Members pro-rata in accordance with their Interests.
Allocation of Net Losses. After giving effect to the special allocations set forth in Paragraph 1.4, Net Losses of the Company for each Fiscal Year shall be allocated to the Members as follows:
(a) First, to the Members in proportion to their respective positive Adjusted Capital Account balances, until such balances are reduced to zero; and
(b) Thereafter, to the Members in accordance with their Percentage Interests. CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
