Allocation of Profits and Losses for Capital Account Purposes Sample Clauses

Allocation of Profits and Losses for Capital Account Purposes. After giving effect to the special allocations set forth in Sections 6.3 and 6.4, Profits and Losses for each Fiscal Year shall be allocated among the Partners so as to reduce, proportionately, in the case of any Profits, the difference between their respective Target Capital Accounts and Partially Adjusted Capital Accounts for such Fiscal Year and, in the case of Losses, the difference between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such Fiscal Year. No portion of Profits or Losses for any Fiscal Year shall be allocated to a Partner, in the case of Profits, whose Partially Adjusted Capital Account is greater than its Target Capital Account or, in the case of Losses, whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such Fiscal Year.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Allocation of Profits and Losses for Capital Account Purposes. After giving effect to the allocations set forth in Section 9.6 hereof, all Profit and Loss (and to the extent necessary, as set forth in clauses (a), (b), (c) and (d) of this Section 9.4, items of gross income, gain, expense and loss) of the Company shall be allocated to the Members as follows: (a) If, the Company has Profit for any taxable year (determined prior to giving effect to this clause), each Member whose Partially Adjusted Capital Account is greater than its Target Capital Account, shall be allocated items of Company expense or loss for such year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company has insufficient items of expense or loss for such year to satisfy the previous sentence with respect to all such Members, the available items of expense or loss shall be divided among such Members in proportion to such difference. (b) If the Company has a Loss for any year (determined prior to giving effect to this clause), each Member whose Partially Adjusted Capital Account is less than its Target Capital Account shall be allocated items of Company gain or income for such year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company has insufficient items of income or gain for such year to satisfy the previous sentence with respect to all such Members, the available items of income or gain shall be divided among such Members in proportion to such difference. (c) Any remaining Profit (as computed after giving effect to clauses (a) and (b) hereof and to the extent necessary to achieve the purposes hereof) shall be allocated among the Members with Target Capital Accounts (as computed after giving effect to clauses (a) and (b) of this section) in excess of Partially Adjusted Capital Accounts so as to reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for the period under consideration. To the extent possible, each Member shall be allocated a pro-rata share of the Company items allocated pursuant to this clause (c).
Sample 1
Allocation of Profits and Losses for Capital Account Purposes. (a) After giving effect to the allocations set forth in Section 10.6 hereof, items entering into the computation of Profit or Loss for any fiscal year shall be allocated among the Members so that the Capital Account of each Member, increased by such Member’s “share of partnership minimum gain” and “share of partner nonrecourse debt minimum gain” (as so increased, a Member’s Capital Account is hereinafter referred to as such Member’s “Augmented Capital Account”), is, as nearly as possible, positive in the amount that would be distributed to such Member if the Company were to distribute an amount equal to any positive balance in Augmented Members’ Capital between the Members pursuant to Section 10.3(a) hereof; provided, however, that no Loss shall be allocated to any Member for any fiscal year to the extent that such Loss would create or increase a deficit in such Member’s Adjusted Augmented Capital Account. (b) For purposes of this Agreement:
Sample 1
Allocation of Profits and Losses for Capital Account Purposes. Except as otherwise provided herein, for purposes of maintaining the Capital Accounts and of determining the rights of the Partners among themselves, the Profits and Losses of the Partnership (including profit or loss on the sale of all or substantially all of the Partnership’s assets) shall be allocated with respect to each Fiscal Year to the Partners in accordance with their Percentage Interests.
Sample 1
Allocation of Profits and Losses for Capital Account Purposes. In general, allocations to the Members under this Agreement shall be made in compliance with the requirements of Section 704(b) and the Treasury Regulations promulgated thereunder in a manner that reflects the distribution provisions set forth in SECTION 5.7. Specifically, all items of Company income, gain, loss, and deduction as determined for book purposes shall be allocated among the Members and 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 (i) that such allocations satisfy the economic effect equivalence test of Treasury Regulations Section 1.704-1(b)(2)(ii)(l) and (ii) that all allocations of items that cannot have economic effect (including credits and nonrecourse deductions) are allocated to the Members in accordance with the Members' interests in the Company, which, unless otherwise required by Code Section 704(b) and the Treasury Regulations promulgated thereunder, shall be in proportion to their Percentage Interests. In implementing the foregoing, Profits shall be allocated to the Members, (i) first in proportion to and up to the amount of Losses previously allocated to the Members, (ii) then in proportion to and up to the amount of any cash distributions received by the Members pursuant to SECTIONS 5.7.1.1, 5.7.2.1, 5.7.1.3, 5.7.2.5 and 5.7.2.6, and then in proportion to and up to the amount of the next distributions that would be made to the Members pursuant to SECTIONS 5.7.1.1, 5.7.2.1, 5.7.1.3, 5.7.2.5 and 5.7.2.6 if there were sufficient Distributable Cash Flow and/or Distributable Capital Proceeds to make such distributions. Notwithstanding the foregoing: 5.8.1.1 In the event of a sale of the B Unit or the C Unit (or both) of a Project Entity pursuant to SECTION 11.5.2.1, all gain recognized by the Company with respect thereto shall be allocated solely to Wilsxx. Xx the event of a distribution of the A Unit to EOP, EOP's Capital Account will be allocated an amount equal to the gain that would have been recognized by the Company if the A Unit were sold for the A Unit Value, less the amount, if any, which would otherwise have been allocated to EOP with respect to distributions pursuant to Sections 5.7.1.1, 5.7.2.1, and 5.7.1.3.
Sample 1
Allocation of Profits and Losses for Capital Account Purposes. As of the close of each fiscal quarter, and as of the date on which a Certificateholder's interest is redeemed or LIFT is terminated, Profits and Losses shall be allocated among the Capital Accounts of the Certificateholders PRO RATA to each Certificateholder based upon the percentage residual interest represented by its Beneficial Interest Certificates.
Sample 1

Related to Allocation of Profits and Losses for Capital Account Purposes

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Allocations for Capital Account Purposes For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • Profits and Losses Distributions Until the admission of additional Members, the Original Member shall be entitled to all allocations of LLC profits and losses and to allocations of distributions.

  • Allocation of Profit or Loss All Profit or Loss shall be allocated to the Member.

  • Allocation of Profits Profits for any Year shall be allocated in the following order and priority: (i) First, to any Partner who was allocated Losses after the Capital Account of any other Partner was reduced to zero (0), to the extent of such Losses; provided, however, that in the event that the foregoing applies to more than one Partner, to those Partners pro rata according to the amount of such Losses allocated to each; and (ii) Second, to the Partners in accordance with their relative Percentage Interests.

  • Allocation of Profit and Loss Section 5.01 of the Partnership Agreement is hereby deleted in its entirety and the following new Section 5.01 is inserted in its place:

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!