Allocation of Net Profit or Net Loss. Except as otherwise necessary in connection with a liquidation or dissolution of the Partnership or as required pursuant to the terms of any Preferred Interests: (a) Net Profit for any Fiscal Year or other period shall be allocated to the Partners as follows: (i) First, to each Partner whose Proportionate Capital Account is less than its Percentage Interest, an amount of Net Profit necessary to cause its Proportionate Capital Account to equal its Percentage Interest, provided that if there is not sufficient Net Profit to cause each Partner's Proportionate Capital Account to equal its Percentage Interest, Net Profits shall be allocated to each Partner so as to cause a pro rata percentage reduction in such difference for each such Partner; and (ii) Second, pro rata among the Partners in accordance with their Percentage Interests. (b) Net Loss for any Fiscal Year or other period shall be allocated to the Partners as follows: (i) First, to each Partner whose Proportionate Capital Account is greater than its Percentage Interest, an amount of Net Loss necessary to cause its Proportionate Capital Account to equal its Percentage Interest, provided that if there is not sufficient Net Loss to cause each Partner's Proportionate Capital Account to equal its Percentage Interest, Net Loss shall be allocated to each Partner so as to cause a pro rata percentage reduction in such difference for each such Partner; and; (ii) Second, pro rata among the Partners in accordance with their Percentage Interests.
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Samples: Limited Partnership Agreement (Tality Corp), Limited Partnership Agreement (Cadence Design Systems Inc), Agreement of Limited Partnership (Tality Corp)