Common use of Allocation of Net Losses Clause in Contracts

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. 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, 100% to Xxxxxx until the Members balance 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)Xxxxxx’x Capital Account equals zero; (b) second, to the Members in accordance with their Percentage Interests Paladin until the balance in each MemberPaladin’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(b4.01(a) and (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. After application of Sections 4.03 and 4.04, (a) Net Losses for each Fiscal Year (other than those realized from the sale of all or substantially all of the Partnership's assets), shall be allocated among for each Partnership Year (i) 96% with respect to the Members Class I Partnership Interests, in the following manner and order of priority: (x) an amount equal to 1% of such Net Losses shall be allocated to the Class I General Partnership Interest, and (y) the balance, if any, with respect to the Class I Limited Partnership Interest; and (ii) 4% with respect to the Class V Partnership Interest. (b) Net Losses realized from the sale or disposition of all or substantially all of the Partnership's assets shall be allocated in the following manner and order of priority: (ai) first, with respect to each class of interest, the Members in proportion to and to the extent portion of the excessCapital Account positive balance attributable thereto that is in excess of the sum of each such interest's share, if any, of (A) the cumulative Net Profits allocated USC Priority Distributions, in proportion to such Member pursuant relative excesses, to Section 4.02(c) for all prior Fiscal Years, over (B) the cumulative distributions extent necessary to make such Member pursuant to Section 5.02(c)relative excesses in the ratio of the Partners' respective Percentage Interests; (bii) secondnext, with respect to each class of interest, the portion of the Capital Account balance attributable thereto which is positive, in proportion to each such interest's Percentage Interest, until each such positive balance is equal to the sum of each such interest's share, if any, of the USC Priority Distributions; (iii) next, with respect to each class of interest, the portion of the Capital Account balance attributable thereto which is positive, to the Members extent necessary to make each such positive balance equal to the sum of each such interest's share, if any, of the Tier I USC Priority Distribution, Tier II USC Priority Distribution, Tier III USC Priority Distribution, Tier IV USC Priority Distribution and Tier V USC Priority Distribution, in accordance proportion to such shares; (iv) next, with their Percentage Interests until respect to each class of interest, the balance in each Member’s portion of the Capital Account equals balance attributable thereto which is positive, to the extent necessary to make each such positive balance equal to the sum of each such interest's share, if any, of the Tier I USC Priority Distribution, Tier II USC Priority Distribution, Tier III USC Priority Distribution and Tier IV USC Priority Distribution, in proportion to such shares; (v) next, with respect to each class of interest, the portion of the Capital Account balance attributable thereto which is positive, to the extent necessary to make each such positive balance equal to the sum of each such interest's share, if any, of the Tier I USC Priority Distribution, Tier II USC Priority Distribution and Tier III USC Priority Distribution, as of the end of such Partnership Year, in proportion to such shares; (vi) next, with respect to each class of interest, the portion of the Capital Account balance attributable thereto which is positive, to the extent necessary to make each such positive balance equal to the amount of each such interest's share, if any, of the Tier I USC Priority Distribution and Tier II USC Priority Distribution, as of the end of such Partnership Year, in proportion to such shares; (vii) next, with respect to each class of interest, the portion of the Capital Account balance attributable thereto which is positive, to the extent necessary to make each such positive balance equal to the amount of each such interest's share, if any, of the Tier I USC Priority Distribution, as of the end of such Partnership Year, in proportion to such shares; (viii) next, with respect to each class of interest, the portion of the Capital Account balance attributable thereto which is positive, in proportion to such positive balances, until each such balance has been reduced to zero; and (cix) thirdthe balance, if any, (x) 96% with respect to the MembersClass I Partnership Interests, in proportion to their relative 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(y) of the Regulations. Notwithstanding anything in this Agreement 4% with respect 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 therewithClass V Limited Partnership Interest.