Allocation of Profit or Loss. All Profit or Loss shall be allocated to the Member.
Allocation of Profit or Loss. Profit or Loss for an Accounting Period shall be allocated among the Partners in proportion to the number of Units each Partner holds as of the close of business on the last Business Day of such Accounting Period. The General Partner may revise, alter or otherwise modify this method of allocation to the extent it deems necessary to comply with the requirements of Section 704 or Section 706 of the Code and Treasury Regulations or administrative rulings thereunder.
Allocation of Profit or Loss. After giving effect to the special allocations set forth in Section 4.3, for any taxable year of the Company, Profit or Loss shall be allocated to the Economic Interest Holders in proportion to their Percentages.
Allocation of Profit or Loss. 4.2.1 For any Accounting Period ending on or before December 31, 2017, Profit or Loss for an Accounting Period shall be allocated among the Partners in proportion to the number of Units each Partner holds as of the Close of Business on the last Business Day of such Accounting Period.
4.2.2 For any Accounting Period beginning on or after January 1, 2018, Profit or Loss for an Accounting Period shall be allocated among the Partners in proportion to the number of Units each Partner holds as of the Close of Business on the last Business Day of the preceding Accounting Period.
4.2.3 For the avoidance of doubt, a Partner that holds a Unit as of the Close of Business on the last Business Day of the Accounting Period ending on December 31, 2017, shall be allocated the Profit and Loss for such Accounting Period as well the following Accounting Period.
4.2.4 The General Partner may revise, alter or otherwise modify this method of allocation to the extent it deems necessary to comply with the requirements of Section 704 or Section 706 of the Code and Treasury regulations or administrative rulings thereunder.
Allocation of Profit or Loss. Profits and losses, and each item of Company income, gain, loss, deduction and tax preference with respect thereto, for each fiscal year (or shorter period in respect of which such items are to be allocated) shall be allocated to the Member, consistent with the characterization of the Company as a sole proprietorship of the Member pursuant to Section 4.3.
Allocation of Profit or Loss. All items of Company income, gain, loss, and deduction as determined for book purposes shall be allocated among the Members, and shall be credited or debited to their respective Capital Accounts, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), so as to ensure to the maximum extent possible that:
(i) such allocations satisfy the economic effect equivalence test of Treasury Regulations Section 1.704-1(b)(2)(i) (by allocating items that can have economic effect in such a manner that the balance of each Member’s Capital Account at the end of any taxable year (increased by such Member’s “share of partnership minimum gain” as defined in Treasury Regulations Section 1.704-2) would be positive in the amount of cash that such Member would receive (or would be negative in the amount of cash that such Member would be required to contribute to the Company), if (A) the Company sold all of its property for an amount of cash equal to the book value (as determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)) of such property (reduced, but not below zero, by the amount of nonrecourse debt to which such property is subject) and (B) all of the cash of the Company remaining after payment of all liabilities (other than nonrecourse liabilities) of the Company were distributed in liquidation immediately following the end of such taxable year pursuant to Section 9.2);
(ii) all allocations of items that cannot have economic effect (including credits and nonrecourse deductions) are allocated to the Members in accordance with their respective Ownership Percentages.
Allocation of Profit or Loss. After giving effect to the allocations and/or adjustments required by Section 4.4 hereof, Profits and Losses for any fiscal year shall be allocated as follows:
(a) Profits shall be allocated: (i) first, to each Member which has previously been allocated Losses pursuant to Section 4.3(b), below, which have not been fully offset by allocations of Profits pursuant to this Section 4.3(a)(i) (“Unrecovered Losses”) until the cumulative amount of Profits allocated to each such Member pursuant to this Section 4.3(a)(i) is equal to the cumulative amount of Losses which have been allocated to such Member pursuant to Section 4.3(b), below, it being understood that Profits allocated pursuant to this subsection (i) shall be allocated to the Members in proportion to their respective Unrecovered Losses; (ii) second, to the Class B Members in proportion to the amount of Preferred Return for Class B Membership Units distributed or to be distributed to the Class B Members pursuant to Section 4.1(c) or 4.2 (e), above; (iii) third, to the Class C Members and Class C-1 Members in proportion to the amount of Preferred Return for Class C Membership Units and Preferred Return for Class C-1 Membership Units, respectively, distributed or to be distributed to the Class C Members and Class C-1 Members pursuant to Section 4.1(d) or 4.2(c), above, and (iv) fourth, to the Class A Member.
(b) Losses shall be allocated to the Members (i) first, among all the Members in proportion of their positive Capital Account balances, until all such accounts are reduced to zero, and (ii) thereafter in accordance with their Percentage Interests.
(c) Notwithstanding Section 4.3(b) hereof, and after application of Treasury Regulation Section 1.704-l(b)(2)(ii)(d), until the terms of the following sentence are satisfied, no such Losses shall be allocated to a Member which would cause such Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. Any Losses not allocated to a Member due to the foregoing limitation instead shall be allocated to the Members with positive Capital Account balances in proportion to such Capital Account balances until all such Capital Account balances have been reduced to zero.
(d) Upon any Terminating Capital Transaction, and after adjusting each Member’s Capital Account for the fiscal year in which such Terminating Capital Transaction occurs for all Capital Contributions and distributions made during such fiscal year, and for all other special allocatio...
Allocation of Profit or Loss. Company profits and losses shall be allocated among the Members and Assignees in accordance with the provisions of Appendix A. The Members are aware of the income tax consequences of the allocations made by Appendix A and agree to be bound by the provisions of Appendix A in reporting their shares of Company income and loss for income tax purposes.
Allocation of Profit or Loss. Except as otherwise provided in Section 3.2, Profit and Loss shall be allocated annually (and at such other times that the General Partner deems it is necessary to allocate Profit or Loss) to the Partners in such manner that the Capital Account balance of each Partner shall, to the greatest extent possible, be equal to (1) the amount that would be distributed to such Partner if (a) the Company were to sell its assets for their Gross Asset Values, (b) all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Values of the assets securing such liability), (c) the Company were to distribute the proceeds of sale pursuant to Section 3.4 and (d) the Company were to dissolve pursuant to Article 10; less (2) such Partner’s share of Company Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets.
Allocation of Profit or Loss. “Profit” or “Loss” means, at all times during the existence of the Partnership, the profit or loss of the Partnership with respect to each fiscal year, determined in accordance with Section 704(b) of the Code and applicable Regulations, including, without limitation, each item of Partnership income, gain, loss, or deduction. Allocations shall be made, as appropriate, to a transferee of a Partnership Interest.
