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

Allocation of Net Profits and Net Losses. (a) Net Profits and Net Losses shall be determined and allocated with respect to each Allocation Year of the Company as of the end of such Allocation Year. Subject to the other provisions of this Agreement, an allocation to a Member of a share of Net Profits or Net Losses shall be treated as an allocation of the same share of each item of income, gain, loss, or deduction that is taken into account in computing Net Profits or Net Losses. Notwithstanding the foregoing, to the extent permitted by Law, the Preferred Members shall not be allocated items of Net Profits that would be treated as gain from the sale of a “United States real property interest” as defined in Section 897(c)(1) of the Code. (b) After giving effect to the special allocations set forth in Section 5.3, Net Profits and Net Losses for any Allocation Year shall be allocated to all the Members in such manner that, as of the end of such Allocation Year, the sum of: (i) the Capital Account of each Member, (ii) such Member’s share of Membership Minimum Gain, and (iii) such Member’s Member Nonrecourse Debt Minimum Gain, immediately after giving effect to such allocations, is, as nearly as possible, equal to the net amounts, positive or negative, that would be distributed to such Member or for which such Member would be liable to the Company under this Agreement, determined as if: (i) the Company were dissolved and terminated at the end of such Allocation Year, (ii) its affairs were wound up and each asset on hand at the end of such Allocation Year was sold for cash equal to its Gross Asset Value, (iii) all liabilities of the Company were satisfied (limited with respect to each nonrecourse liability to the fair market value of the assets securing such liability) and (iv) the net assets of the Company were distributed to the Members in accordance with Section 6.2(b).

Allocation of Net Profits and Net Losses. (a) Net Profits and Net Losses shall be determined and allocated with respect to each Allocation Year of the Company Except as of the end of such Allocation Year. Subject to the other provisions of otherwise provided in this Agreement, an allocation to a Member of a share of Net Profits or Net Losses shall be treated as an allocation of the same share of each item of income, gain, loss, or deduction that is taken into account in computing Net Profits or Net Losses. Notwithstanding the foregoing, to the extent permitted by Law, the Preferred Members shall not be allocated items of Net Profits that would be treated as gain from the sale of a “United States real property interest” as defined in Section 897(c)(1) of the Code. (b) After giving effect to the special allocations set forth in Section 5.3, Net Profits and Net Losses for any Allocation each Fiscal Year shall (or portion thereof) shall, after giving effect to all Capital Account adjustments attributable to the Capital Contributions and distributions made with respect to such Fiscal Year (or portion thereof), be allocated to all among the Members in such manner that, as of the end of such Allocation Year, the sum of: (i) that the Capital Account of each Member, (ii) such Member’s share of Membership Minimum Gain, and (iii) such Member’s Member Nonrecourse Debt Minimum Gain, immediately after giving effect to making such allocationsallocation, is, as nearly as possible, equal (proportionately) to the net amounts, positive or negative, distributions that would be distributed made to such Member pursuant to Section 4.2 or for which such Member would be liable to Section 6.2, as the Company under this Agreementcase may be, determined as if: (i) if the Company were dissolved and terminated at the end of such Allocation Yeardissolved, (ii) its affairs were wound up and each asset on hand at the end of such Allocation Year was its assets sold for cash equal to its Gross Asset Valuetheir book values, (iii) all Company liabilities of the Company were satisfied (limited with respect to each nonrecourse non-recourse liability to the fair market value book values of the assets securing such liability) ), and (iv) the net assets of the Company were distributed to the Members in accordance with Section 6.2(b4.2 or Section 6.2, as the case may be, to the Members immediately after making such allocation; provided, 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 have a negative adjusted Capital Account balance at the end 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 decreased by the amount of any Code Section 705(a)(2)(B) expenditures (within the meaning of Treasury Regulation Section 1.704-1 (b)(2)(iv)(i)) of the Company during such taxable year; provided, however, that items of income, gain, loss and deduction attributable to Section 704(c) Property shall be determined in accordance with the principles of Treasury Regulation Section 1.704-1 (b)(2)(iv)(g).

Allocation of Net Profits and Net Losses. (a) All Net Profits and Net Losses shall be determined and allocated with respect among the Members as set forth in this Section; provided, that federal income tax attributes of property contributed to each Allocation Year the Company shall be allocated among Members so as to take into account the variation between the federal income tax basis of the Company as of the end of such Allocation Year. Subject property to the other provisions Company and its fair market value at the time of this Agreement, an allocation its contribution to a Member of a share of Net Profits or Net Losses shall be treated as an allocation of the same share of each item of income, gain, loss, or deduction Company utilizing any method selected by the Manager(s) that is taken into account in computing Net Profits or Net Losses. Notwithstanding authorized by Code Section 704(c) and the foregoing, to the extent permitted by Law, the Preferred Members shall not be allocated items of Net Profits that would be treated as gain from the sale of a “United States real property interest” as defined in Section 897(c)(1) of the Coderegulations promulgated thereunder. (b) After giving effect to the special allocations set forth Except as provided in Section 5.33.1(a), Net Profits and Net Losses for any Allocation Year shall be allocated to all the Members in such manner that, as of the end of such Allocation Year, the sum of: (i) the Capital Account of each Member, (ii) such Member’s share of Membership Minimum Gain, and (iii) such Member’s Member Nonrecourse Debt Minimum Gain, immediately after giving effect to such allocations, is, as nearly as possible, equal to the net amounts, positive or negative, that would be distributed to such Member or for which such Member would be liable to the Company under this Agreement, determined as if: (i) the Company were dissolved and terminated at the end of each tax year of the Company among Members as follows: (i) First, to any Members having negative capital account balances, in proportion to and to the extent of such Allocation Year, negative balances; (ii) its affairs Second, to the extent Net Losses were wound up previously allocated under Section 3.1(c)(ii) and each asset on hand were not offset by previous allocations of Net Profits under this Section 3.1(b)(ii), Net Profits equal to the amount of such Net Losses shall be allocated in the manner such Net Losses were allocated; and (iii) The balance, if any, to Members in proportion to their respective ownership of Units. (c) Except as provided in Section 3.1(a), Net Losses shall be allocated at the end of such Allocation Year was sold for cash each tax year of the Company among Members as follows: (i) First, to the extent Net Profits were previously allocated under Section 3.1(b)(iii) and were not offset by previous allocations of Net Losses under this Section 3.1(c)(i), Net Losses equal to its Gross Asset Valuethe amount of such Net Profits shall be allocated in the manner such Net Profits were allocated; (ii) Second, to any Members having positive capital account balances, in proportion to and to the extent of such positive balances; and (iii) all liabilities of the Company were satisfied (limited with respect The balance, if any, to each nonrecourse liability to the fair market value of the assets securing such liability) and (iv) the net assets of the Company were distributed to the Members in accordance with Section 6.2(b)proportion to their respective ownership of Units.

Allocation of Net Profits and Net Losses. (a) All Net Profits and Net Losses shall be determined and allocated with respect among the Members as set forth in this Section; provided, that federal income tax attributes of property contributed to each Allocation Year the Company shall be allocated among Members so as to take into account the variation between the federal income tax basis of the Company as of the end of such Allocation Year. Subject property to the other provisions Company and its fair market value at the time of this Agreement, an allocation its contribution to a Member of a share of Net Profits or Net Losses shall be treated as an allocation of the same share of each item of income, gain, loss, or deduction Company utilizing any method selected by the Manager(s) that is taken into account in computing Net Profits or Net Losses. Notwithstanding authorized by Code Section 704(c) and the foregoing, to the extent permitted by Law, the Preferred Members shall not be allocated items of Net Profits that would be treated as gain from the sale of a “United States real property interest” as defined in Section 897(c)(1) of the Coderegulations promulgated thereunder. (b) After giving effect to the special allocations set forth Except as provided in Section 5.33.1 (a), Net Profits and Net Losses for any Allocation Year shall be allocated to all the Members in such manner that, as of the end of such Allocation Year, the sum of: (i) the Capital Account of each Member, (ii) such Member’s share of Membership Minimum Gain, and (iii) such Member’s Member Nonrecourse Debt Minimum Gain, immediately after giving effect to such allocations, is, as nearly as possible, equal to the net amounts, positive or negative, that would be distributed to such Member or for which such Member would be liable to the Company under this Agreement, determined as if: (i) the Company were dissolved and terminated at the end of each tax year of the Company among Members as follows: (i) First, to any Members having negative capital account balances, in proportion to and to the extent of such Allocation Year, negative balances; (ii) its affairs Second, to the extent Net Losses were wound up previously allocated under Section 3.1(c)(ii) and each asset on hand were not offset by previous allocations of Net Profits under this Section 3.1(b)(ii), Net Profits equal to the amount of such Net Losses shall be allocated in the manner such Net Losses were allocated; and (iii) The balance, if any, to Members in proportion to their respective ownership of Units. (c) Except as provided in Section 3.1 (a), Net Losses shall be allocated at the end of such Allocation Year was sold for cash each tax year of the Company among Members as follows: (i) First, to the extent Net Profits were previously allocated under Section 3.1(b)(iii) and were not offset by previous allocations of Net Losses under this Section 3.1(c)(i), Net Losses equal to its Gross Asset Valuethe amount of such Net Profits shall be allocated in the manner such Net Profits were allocated; (ii) Second, to any Members having positive capital account balances, in proportion to and to the extent of such positive balances; and (iii) all liabilities of the Company were satisfied (limited with respect The balance, if any, to each nonrecourse liability to the fair market value of the assets securing such liability) and (iv) the net assets of the Company were distributed to the Members in accordance with Section 6.2(b)proportion to their respective ownership of Units.