Allocation of Net Profit and Net Loss. As of the last day of each Fiscal Period, any Net Profit or Net Loss for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.
Allocation of Net Profit and Net Loss. As of the last day of each Fiscal Period, any Net Profit or Net Loss for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period. If a Member has made more than one capital contribution, the allocation of Net Profit or Net Loss shall be determined as if each such capital contribution was a separate Capital Account of such Member.
Allocation of Net Profit and Net Loss. The Company’s net profit or net loss for each fiscal year for federal and state income tax purposes shall be allocated to the Member in accordance with its Interest in the Company.
Allocation of Net Profit and Net Loss. The General Partner shall seek to determine and allocate all items of profit, gain, loss and deductions, as described below, with respect to each Accounting Period of the Company within 45 days after the end of each Accounting Period other than any Accounting Period ending on the last day of the Fiscal Year and within 60 days after the end of each Fiscal Year. After giving effect to the special allocations set forth in Sections 7.6, 7.7 and 7.8, the Net Profit or Net Loss of the Company for such Accounting Period shall be allocated to the Capital Accounts of the Partners as follows:
(a) Net Profit and Net Loss of the Company shall be allocated among the Partners so as to reduce proportionately (i) in the case of Net Profit, the difference between their respective Target Capital Accounts and Partially Adjusted Capital Accounts as of the end of such Accounting Period, or (ii) in the case of Net Loss, the difference between their respective Partially Adjusted Capital Accounts and Target Capital Accounts as of the end of such Accounting Period. No portion of the Company's Net Profit or Net Loss for any Accounting Period shall be allocated to any Partner, in the case of Net Profit, whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account or, in the case of Net Loss, whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account as of the end of such Accounting Period.
(b) The following special allocations of items of Company income, gain, loss and expense taken into account in determining Net Profit and Net Loss shall be made in the circumstances described below:
(i) if the Company has Net Profit for any Accounting Period and, notwithstanding the application of Section 7.5(a), any Partner's Partially Adjusted Capital Account is greater than its Target Capital Account (determined prior to giving effect to this Section 7.5(b)), then the Partner with such difference shall be specially allocated items of Company loss or expense for such Accounting Period that are taken into account in determining Net Profit and Net Loss (to the extent available) equal to the difference between its Partially Adjusted Capital Account and its Target Capital Account;
(ii) if the Company has Net Loss for any Accounting Period and, notwithstanding the application of Section 7.5(a), any Partner's Partially Adjusted Capital Account is less than its Target Capital Account (determined prior to giving effect to this Secti...
Allocation of Net Profit and Net Loss. Net Profit and Net Loss allocated to the holders of Class B Common Units in the aggregate under Section 5.6.1 in any Period shall be allocated among such holders in two tranches (referred to in this Exhibit as “Tranche A” and “Tranche B”). Tranche A will consist of: (a) the amount of total Net Profit (if any) allocated to the holders of Class B Common Units in the aggregate for the Period (other than Net Profit attributable to dispositions not in the ordinary course of business) multiplied by the tax rate used in determining the Tax Distribution for the Period under Section 5.2.1 plus (b) an amount of the total Net Profit (other than Net Profit attributable to dispositions not in the ordinary course of business) equal to the distribution made to the holders of Class B Common Units in the aggregate under Section 5.2.2 for the Period that are designated by the General Partner in its sole discretion as Tranche A distributions. Tranche A will be tentatively allocated among such holders such that (x) the portion of Tranche A derived from the Premier LP Business Unit is allocated to each holder in proportion to such holder’s Relative Participation percentage for the Premier LP Business Unit and (y) the portion of Tranche A derived from all other Business Units is allocated to each holder in proportion to such holder’s Relative Participation percentage for such other Business Units, and in each case shall be computed as if no Class B Common Units had been exchanged by any holder of Class B Common Units under Section 3.4 since the Effective Date (the aggregate of each such allocation under clauses (x) and (y), with respect to a holder of Class B Common Units, a “
Allocation of Net Profit and Net Loss. Subject to the other provisions of this Article IV, for purposes of adjusting the Capital Accounts of the Members, the Net Profit, Net Loss, and other items of income, gain, loss, credit, and deduction shall be allocated with respect to each taxable year (or portion thereof) as follows:
(i) Net Profit and similar items for any taxable year shall be allocated as follows:
(1) first, to the Members in proportion to, and to the extent of, the excess of prior allocations of Net Loss under Section 4.2(a)(ii)(4) over prior allocations of Net Profit under this Section 4.2(a)(i)(1) for the then-current taxable year and all prior taxable years;
(2) second, to the Members in proportion to, and to the extent of, the excess of prior allocations of Net Loss under Section 4.2(a)(ii)(3) over prior allocations of Net Profit under this Section 4.2(a)(i)(2) for the then-current taxable year and all prior taxable years;
(3) third, to the Members in proportion to, and to the extent of, the excess of prior allocations of Net Loss under Section 4.2(a)(ii)(2) over prior allocations of Net Profit under this Section 4.2(a)(i)(3) for the then-current taxable year and all prior taxable years; and
(4) fourth, to the Members in proportion to their relative Membership Units.
(ii) Net Loss and similar items for any taxable year shall be allocated proportionally among the Members as follows:
(1) first, to all Members in proportion to, and to the extent of, the excess of prior allocations of Net Profit under Section 4.2(a)(i)(4) over prior allocations of Net Loss under this Section 4.2(a)(ii)(1) for the then-current taxable year and all prior taxable years;
(2) second, to the Members in proportion to their relative Membership Units until the Capital Account of any Member is reduced to zero;
(3) third, to the Members in proportion to, and to the extent of, their positive Capital Account balances; and
(4) fourth, to the Members in proportion to their relative Membership Units.
Allocation of Net Profit and Net Loss. (a) If the Company has a Net Profit for the Fiscal Year, such Net Profit shall be allocated among the Members for purposes of maintaining the Members’ capital accounts in the following manner:
(1) First, to all Class 2 Members in proportion to their respective Class 2 Interests until the cumulative amounts allocated to the Class 2 Members pursuant to this Section 3.3(a)(1) (net of cumulative Net Loss allocated to the Class 2 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 2 Members pursuant to Section 3.4(b) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(i));
(2) Second, to all Class 3 Members in proportion to their respective Class 3 Interests until the cumulative amounts allocated to the Class 3 Members pursuant to this Section 3.3(a)(2) (net of cumulative Net Loss allocated to the Class 3 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 3 Members pursuant to Section 3.4(c) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(i));
(3) Third, to all Class 4 Members in proportion to their respective Class 4 Interests until the cumulative amounts allocated to the Class 4 Members pursuant to this Section 3.3(a)(3) (net of cumulative Net Loss allocated to the Class 4 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 4 Members pursuant to Section 3.4(d) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(i));
(4) Fourth, to all Class 7 Members in proportion to their respective Class 7 Interests until the cumulative amounts allocated to the Class 7 Members pursuant to this Section 3.3(a)(4) (net of cumulative Net Loss allocated to the Class 7 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 7 Members pursuant to Section 3.4(e) with respect to the current and each prior Fiscal Year (disregarding the limitation set forth in Section 3.4(i));
(5) Fifth, to all Class 8 Members in proportion to their respective Class 8 Interests until the amounts allocated to the Class 8 Members pursuant to this Section 3.3(a)(5) (net of cumulative Net Loss allocated to the Class 8 Members in prior Fiscal Years) equal the cumulative amounts required to be distributed to the Class 8 Members pursuant to Section 3....
Allocation of Net Profit and Net Loss. Except as otherwise provided in this Agreement (including pursuant to the last two sentences of Section 6.1(b)), Net Profit or Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) shall be allocated among the Members pro rata in accordance with their relative Company Percentage Interests; provided, however, that in the case of Net Profit or Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) resulting from a Liquidation or Partial Liquidation, such Net Profit or Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) shall be allocated among the Members in a manner such that, after giving effect to the special allocations set forth in Section 6.2(b), the Capital Account (or sub-accounts as applicable) of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Members pursuant to Section 12.2 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 12.2 (Amounts and Priority of Distributions) to the Members immediately after making such allocation, minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets.
Allocation of Net Profit and Net Loss. After giving effect to the special allocations and limitations set forth in the Tax Matters Exhibit, excluding the special allocations described at Section 1.2.10 of Schedule C, allocations of Net Profit or Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction of the Company shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to Section 4.1.3 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 4.1.3 to the Members immediately after making such allocation, minus any obligation of a Member to return amounts to the Company pursuant to this Agreement.
Allocation of Net Profit and Net Loss. (i) The Net Profit or the Net Loss for any Period allocated to the Partnership pursuant to section 7.2(a) of the Fund Agreement in respect of any Bridge Financing shall be allocated among the Partners in proportion to the Capital Contributions of the Partners used to fund such Bridge Financing.
(ii) The Net Profit or the Net Loss for any Period allocated to the Partnership pursuant to section 7.2(b) of the Fund Agreement shall be allocated among the Partners in accordance with their respective Capital Commitments.
(iii) All other Net Profit, if any, and all other Net Loss, if any, for any Period shall be allocated among the Partners in accordance with their respective Capital Commitments.
