Allocation of Profits and Losses for Tax Purposes. The Company shall maintain a separate capital account for the Member in accordance with the rules applicable to partnerships in Treasury Regulation 1.7041(b)(2)(iv) or any successor Treasury Regulations which by their terms would be applicable to the Company. All profits and losses of the Company shall be allocated to the Member.
Allocation of Profits and Losses for Tax Purposes. A. Except as provided in Sections 8.6B, C or D hereof, all Profits And Losses For Tax Purposes of the Partnership shall be allocated as follows:
(i) In any calendar year in which the Partnership has a net profit for tax purposes, to the Partners with each Partner sharing therein in the proportion that Net Income distributed to the Partner and/or credited to the Adjusted Capital Contribution of the Partner bears to all Net Income of the Partnership for the calendar year.
(ii) In any calendar year in which the Partnership has a net loss for tax purposes, first to the Class II Subordinated Limited Partners with each Class II Subordinated Limited Partner bearing an amount of loss to the extent set forth in the formula described in Section 8.1A(ii) hereof; provided, however, that the total amount of losses allocated to a Class II Subordinated Limited Partner shall not reduce such Partner's Capital Account below zero (determined after taking into account all prior or contemporaneous cash distributions and all prior or contemporaneous allocations of income, gain, loss, deduction or credit and as determined at the close of the taxable year in respect of which such loss or deduction is to be allocated); and any remaining losses shall be allocated to the General Partners in proportion to their respective General Partner percentages.
B. The Managing Partner is authorized to allocate Profits and Losses For Tax Purposes arising in any calendar year differently than otherwise provided for in this Section 8.6 to the extent that the Managing Partner determines, in his discretion, that such modifications are appropriate to cause the allocations to comply with the principles of Section 704 of the Internal Revenue Code and such modifications are in the overall best interests of the Partners. Any allocation made pursuant to this Section 8.6B shall be deemed to be a complete substitute for any allocation otherwise provided for in this Article Eight and no amendment of this Agreement or approval of any Partner shall be required.
C. Notwithstanding any other provisions of this Agreement to the contrary, if the amount of any Partnership Minimum Gain at the end of any taxable year is less than the amount of such Partnership Minimum Gain at the beginning of such taxable year, there shall be allocated to any Partner having a negative Capital Account at the end of such taxable year (determined after taking into account any adjustments, allocations and distributions described in Treas...
Allocation of Profits and Losses for Tax Purposes. Taxable income and tax losses shall be allocated among the Members in accordance with their Units.
Allocation of Profits and Losses for Tax Purposes. The Members agree that the provisions of this ARTICLE 9 shall apply only in the event that there is more than one Member:
Allocation of Profits and Losses for Tax Purposes. (a) Except as otherwise provided in Section 4 of this Schedule B, all Profits and Losses for Tax Purposes of the Company shall be allocated among the Members in accordance with this Section 3.
(i) Losses for each year shall be allocated in the following order of priority:
(A) First, to the Members, pro rata and in proportion to the amount by which their Adjusted Capital Account balances exceed their Equity Account balances until each Members’ Adjusted Capital Account equals their Equity Account.
(B) Second, to the Members, pro rata and in proportion to the amount by which their Adjusted Capital Account balances exceed their Unreturned Capital Contributions until each Members’ Adjusted Capital Account equals their Unreturned Capital Contributions.
(C) Third, to the Members, pro rata and in proportion to their Adjusted Capital Account balances until each Member’s Adjusted Capital Account is reduced to zero.
(D) Finally, to the Member or Members who bear the economic risk of loss in accordance with the applicable Treasury Regulations.
(ii) Profits for each year shall be allocated in the following order of priority:
(A) First, to the Members with a negative Adjusted Capital Account balance in proportion to their negative Adjusted Capital Account balances until each Member’s Adjusted Capital Account is restored to zero.
(B) Second, to the Members, pro rata to and in an amount equal to their Unreturned Capital Contributions until each Member’s Adjusted Capital Account equals their Unreturned Capital Contributions.
(C) Third, to the Members, pro rata in proportion to the excess of their Equity Account balances over their Unreturned Capital Contributions until each Member’s Adjusted Capital Account is equal to the amount of such Member’s Equity Account.
(D) Finally, to the Members, pro rata and in proportion to their respective Percentage Interests.
(b) Notwithstanding anything in Section 3(a) of this Schedule B, if the Liquidation Preference Election is exercised, Profits and Losses for Tax Purposes will be allocated in such a manner so as to cause the Adjusted Capital Account balances of the Members to equal, as closely as possible, the cash distributions to be received by each of the Members based upon distributions being made in accordance with Section 9.3 and the liquidation preference in Section 9.4.
Allocation of Profits and Losses for Tax Purposes. Profit and loss shall be allocated for federal income tax purposes in a manner consistent with the allocations of Profits and Losses under Section 5.1, except as required to comply with the curative and remedial allocations contained in this Section 5.2, particularly allocations under Code Section 704(c) and Code Section 734(b) or Code Section 743(b).
Allocation of Profits and Losses for Tax Purposes. Except as otherwise provided in Section 2.7, “Allocation of Profits and Losses for Tax Purposes and Special Allocations”, of this Exhibit 2.4, “Taxes”, all Profits and Losses for Tax Purposes of the Company shall be allocated among the Members in accordance with their respective Percentage Interests.
Allocation of Profits and Losses for Tax Purposes. Except as otherwise provided in Section 4 of this Schedule B, all Profits and Losses for Tax Purposes of the Company shall be allocated pro-rata among the Members in accordance with their shares of all Members’ Membership Interests in the Company.
Allocation of Profits and Losses for Tax Purposes. 10.1 ALLOCATIONS TO THE PARTNERS GENERALLY. Taxable Income and Tax Losses shall be allocated among the Partners in accordance with their Participating Percentages.
Allocation of Profits and Losses for Tax Purposes. For Federal tax purposes, except insofar as adjustments pursuant to Section 704(c) principles may be permitted or required by Treasury Regulation Section 1.704-1(b)(2)(iv) by reason of property being contributed to the Company, as required by Treasury Regulations Section 1.704-1(b)(2)(iv)(d), property being distributed by the Company as required by Section 1.704-1(b)(2)(iv)(c), property being revalued by the Company (a "book-up") as permitted by Treasury Regulations Section 1.704-1(b)(2)(iv)(f) or a Company interest being transferred, and subject to and consistent with Sections 734 and 743 of the Code, each item of income, gain, loss and deduction of the Company shall be allocated among the Members in the same manner as its correlative item of "book" income, gain, loss or deduction has been allocated pursuant to SECTION 5.8.1.
