ALLOCATION OF NET PROFITS AND LOSSES Sample Clauses

ALLOCATION OF NET PROFITS AND LOSSES. Subject to Section 4.4, Net Profits, Net Losses and any other items of income, gain, loss and deduction for any fiscal year shall be allocated, for purposes of adjusting the Capital Accounts of the Partners, in proportion to the Partners' Percentage Interests.

ALLOCATION OF NET PROFITS AND LOSSES. (a) Except as otherwise provided in this Article III, Net Profits and Net Loss of the Joint Venture in each Fiscal Year will be allocated among the JV Partners in accordance with their respective Ordinary JV Interests. (b) Notwithstanding Section 3.1(a) above, Net Profits with respect to each of the first eight Fiscal Quarters of the Joint Venture will be allocated among the JV Partners as follows: (i) with respect to the first four Fiscal Quarters of the Joint Venture, Net Profits will be allocated one hundred percent (100%) to the Clorox Partners (pro rata in accordance with their respective Ordinary JV Interests); provided that, if P&G Sub exercises the P&G Option on or prior to the first day of any such Fiscal Quarter, Net Profits for such Fiscal Quarter will be allocated (subject to adjustment pursuant to Section 2.6(f)) ninety percent (90%) to the Clorox Partners (pro rata in accordance with their respective JV Interests) and ten percent (10%) to the P&G Partners (pro rata in THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. accordance with their respective Ordinary JV Interests); (ii) with respect to the fifth through eighth Fiscal Quarters of the Joint Venture, Net Profits will be allocated (subject to adjustment pursuant to Section 2.6(f)) ninety-five percent (95%) to the Clorox Partners (pro rata in accordance with their respective Ordinary JV Interests) and five percent (5%) to the P&G Partners (pro rata in accordance with their respective Ordinary JV Interests); provided that, if P&G Sub exercises the P&G Option on or prior to the first day of any such Fiscal Quarter, Net Profits for such Fiscal Quarter will be allocated (subject to adjustment pursuant to Section 2.6(f)) eighty-five percent (85%) to the Clorox Partners (pro rata in accordance with their respective Ordinary JV Interests) and fifteen percent (15%) to the P&G Partners (pro rata in accordance with their respective Ordinary JV Interests); and (iii) notwithstanding the provisions of Section 3.1(b)(i) and (ii) above, Net Profits with respect to any sale, transfer or other disposition of any business or assets of the Glad Business outside the ordinary course of the Glad Business during the first eight Fiscal Quarters will be allocated among the JV Partners pro rata in accordance with their respective Ordinary JV Interests.

ALLOCATION OF NET PROFITS AND LOSSES. Except as otherwise provided in this Article 4, Net Profits and Net Loss of the LLC in each Fiscal Year shall be allocated among the Members as follows:

ALLOCATION OF NET PROFITS AND LOSSES. For accounting and income tax purposes, all items of income, gain, loss, deduction and credit of the Company for any fiscal year shall be allocated between the Members in accordance with their respective Membership Interests as set forth on Exhibit A hereto, except as may be otherwise required by the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, in which case, the Members agree to restructure their relationship in a manner that preserves their respective economic benefits intended under the Contribution Agreement and other Transaction Documents.

ALLOCATION OF NET PROFITS AND LOSSES. As of the end of each Allocation Year, except as otherwise provided in this Agreement, Net Profits and Net Losses 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 balance of each Member, immediately after making the allocation and after taking into account amounts specially allocated pursuant to Section 3 of this Allocation Addendum (including Section 3.9) or otherwise pursuant to this Agreement, is, as nearly as possible, equal (proportionately) to (I) the distributions that would be made to the Member pursuant to Section 7.2(d) of this Agreement (taking into account the priority of such distributions) 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 7.2(d) to the Members immediately after making the allocation, minus (II) the Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of determining Capital Accounts under this Section 2, Capital Accounts shall first be reduced by any distributions made during the Allocation Year for which allocations are being made.

ALLOCATION OF NET PROFITS AND LOSSES. The net profits of the Partnership shall be allocated to, and any net losses suffered by the Partnership shall be borne by, the Partners in proportion to their respective Partnership interests. In addition, any capital gains or losses on sales of any Partnership assets shall be allocated to or borne by the Partners in proportion to their respective Partnership interests. The initial Partnership interest of each Partner is as set forth in this Section, and a Partner's Partnership interest may only be increased or decreased by a transfer of a Partnership interest or a transfer of a portion of a Partnership interest as provided in this Agreement. USCC 49 % USCMC 51 % Total 100 %

ALLOCATION OF NET PROFITS AND LOSSES and Distributions in Respect of a ---------------------------------------------------------------------- Transferred Interest. If any Economic Interest is transferred, or is increased -------------------- or decreased by reason of the admission of a new Member or otherwise, during any Fiscal Year of the Company, Net Profit or Net Loss for such Fiscal Year shall be assigned pro rata to each day in the particular period of such Fiscal Year to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each such item so assigned to any such day shall be allocated to the Member or Assignee based upon his or her respective Economic Interest at the close of such day. However, for the purpose of accounting convenience and simplicity, the Company shall treat a transfer of, or an increase or decrease in, an Economic Interest which occurs at any time during a semi-monthly period (commencing with the semi-monthly period including the date hereof as having been consummated on the last day of such semi-monthly period, regardless of when during such semi- monthly period such transfer, increase, of decrease actually occurs (i.e., sales and dispositions made during the first fifteen (15) days of any month will be deemed to have been made on the 15th day of the month). Notwithstanding any provision above to the contrary, gain or loss of the Company realized in connection with a sale or other disposition of any of the assets of the Company shall be allocated solely to the parties owning Economic Interests as of the date such sale or other disposition occurs.

ALLOCATION OF NET PROFITS AND LOSSES. Except as otherwise provided in this Agreement, the Net Profits and Net Losses of OGI will be allocated solely as provided in OGI’s operating agreement.

ALLOCATION OF NET PROFITS AND LOSSES in Respect of a Transferred Interest. If any Membership Interest is Transferred or is increased or decreased by reason of the admission of a new Member or otherwise during any Fiscal Year, each item of income, gain, loss, deduction or credit of the Company for that Fiscal Year shall be assigned pro rata to each day in the particular period of that Fiscal Year to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each item so assigned to any such day shall be allocated to the Member based upon that Member’s respective Membership Interest at the close of that day. Notwithstanding any provision above to the contrary, gain or loss of the Company realized in connection with a sale or other disposition of any of the assets of the Company shall be allocated solely to the parties owning Membership Interests as of the date that sale or other disposition occurs.

ALLOCATION OF NET PROFITS AND LOSSES. Subject to Sections 5.2 and 5.3 hereof, Net Profits, Net Losses and any other items of income, gain, loss and deduction for any fiscal year shall be allocated, for purposes of adjusting the Capital Accounts of the Members, as provided in this Section 5.1: 5.1.1 The Net Losses of the Company shall be allocated as follows: (a) first, to the Members with positive Adjusted Capital Account Balances, in proportion to and to the extent thereof; (b) thereafter, to the Members in proportion to their Percentage Interests. 5.1.2 The Net Profits shall be allocated as follows: (a) first, to the Members in proportion to and to the extent of the Net Losses allocated to them pursuant to Section 5.1.1(b); (b) second, to the Members in the proportion and to the extent of the Net Losses allocated to them pursuant to Section 5.1.1(a); (c) thereafter, to the Members in proportion to their respective Percentage Interests.