Common use of Allocation of Net Profits and Net Losses Clause in Contracts

Allocation of Net Profits and Net Losses. Allocations of Net Profits and Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction related to a Series shall be allocated among the Members of such Series in a manner such that the Capital Mammoth Private Capital, LLC Account of each Member with respect to such Series, as of the last day of such Series’ Fiscal Year (or other period for which Net Profits and Net Losses are allocated), is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to this Article 5 if the Series were dissolved, its affairs wound up, and its assets sold for cash equal to their Carrying Value, all Series liabilities were satisfied (limited with respect to each nonrecourse to the book value of the assets securing such liability), and the net assets of the Series were distributed in accordance with Section 5.5 to the Members immediately after making such allocation, minus any obligation of a Member to return amounts to the Series pursuant to this Agreement, and minus the Member’s “share of partnership minimum gain” as defined in Treasury Regulations Section 1.704-2(g)(1) and such Member’s share of “partner nonrecourse debt minimum gain” as defined in Treasury Regulations Section 1.704-2(i)(5). Notwithstanding the foregoing, in the event the Manager determines that it is necessary or appropriate to modify the manner in which the Capital Accounts or any allocations in respect thereof are computed in order comply with the Code and the Treasury Regulations promulgated thereunder, or to give economic effect to the provisions of this Article 5, the Manager may make such modifications without advance approval of the Members.

Allocation of Net Profits and Net Losses. Allocations of Except as otherwise provided in this Agreement, Net Profits and Net Losses andfor each Fiscal Year (or portion thereof) shall, after giving effect to all Capital Account adjustments attributable to the extent necessaryCapital Contributions and distributions made with respect to such Fiscal Year (or portion thereof), individual items of income, gain, loss or deduction related to a Series shall be allocated among the Members of such Series in a manner such that the Capital Mammoth Private Capital, LLC Account of each Member with respect to Member, immediately after making such Series, as of the last day of such Series’ Fiscal Year (or other period for which Net Profits and Net Losses are allocated)allocation, is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to this Article 5 Section 4.2 or Section 6.2, as the case may be, if the Series Company were dissolved, its affairs wound up, up and its assets sold for cash equal to their Carrying Valuebook values, all Series Company liabilities were satisfied (limited with respect to each nonrecourse non-recourse liability to the book value values of the assets securing such liability), and the net assets of the Series Company were distributed in accordance with Section 5.5 4.2 or Section 6.2, as the case may be, to the Members immediately after making such allocation; provided, minus any obligation of however, that the Net Losses allocated to a Member shall not exceed the maximum amount of Net Losses that can be so allocated without causing such Member to return amounts to have a negative adjusted Capital Account balance at the Series pursuant to this Agreementend of any Fiscal Year. The “Net Profits” or “Net Losses” of the Company, as appropriate, shall be the taxable income or tax loss of the Company as determined for Federal income tax purposes for a given taxable year, taking into account any separately stated items, increased by the amount of any tax exempt income of the Company during such taxable year and minus decreased by the Member’s “share amount of partnership minimum gain” as defined in any Code Section 705(a)(2)(B) expenditures (within the meaning of Treasury Regulations Regulation Section 1.704-2(g)(11 (b)(2)(iv)(i)) of the Company during such taxable year; provided, however, that items of income, gain, loss and such Member’s share deduction attributable to Section 704(c) Property shall be determined in accordance with the principles of “partner nonrecourse debt minimum gain” as defined in Treasury Regulations Regulation Section 1.704-2(i)(51 (b)(2)(iv)(g). Notwithstanding the foregoing, in the event the Manager determines that it is necessary or appropriate to modify the manner in which the Capital Accounts or any allocations in respect thereof are computed in order comply with the Code and the Treasury Regulations promulgated thereunder, or to give economic effect to the provisions of this Article 5, the Manager may make such modifications without advance approval of the Members.

Allocation of Net Profits and Net Losses. Allocations of Net Profits and Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction related to a Series shall be allocated among the Members of such Series in a manner such that the Capital Mammoth Private Capital, LLC Account of each Member with respect to such Series, as of the last day of such Series’ Fiscal Year (or other period for which Net Profits and Net Losses are allocated), is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to this Article 5 if the Series were dissolved, its affairs wound up, and its assets sold for cash equal to their Carrying Value, all Series liabilities were satisfied (limited with respect to each nonrecourse to the book value of the assets securing such liability), and the net assets of the Series were distributed in accordance with Section 5.5 to the Members immediately after making such allocation, minus any obligation of a Member to return amounts to the Series pursuant to this Agreement, and minus the Member’s “share of partnership minimum gain” as defined in Treasury Regulations Section 1.704-2(g)(1) and such Member’s share of “partner nonrecourse debt minimum gain” as defined in Treasury Regulations Section 1.704-2(i)(5). Notwithstanding the foregoing, in the event the Manager determines that it is necessary or appropriate to modify the manner in which the Capital Accounts or any allocations in respect thereof are computed in order comply with the Code and the Treasury Regulations promulgated thereunder, or to give economic effect to the provisions of this Article 5, the Manager may make such modifications without advance approval of the Members.