Allocation of Profits. After giving effect to the allocations set forth in Section 7.3 of this Agreement, Profits for any fiscal year or other period of the Partnership will be credited to the Capital Accounts of the Partners in the following order of priority: (a) First, one hundred percent (100%) to the General Partner until the Unallocated Special Profits Amount is reduced to zero, provided that the cumulative amount allocated pursuant to this Section 7.2.1(a) shall not exceed the Available Profits with respect to all Waived Fee Amounts included in the Waived Fee Balance as of the end of such period; (b) Second, to the Partners, in an amount sufficient to reverse, on a cumulative basis, the cumulative amount of any Losses allocated to the Partners in the current and all prior fiscal years, first pursuant to the proviso after Section 7.2.2(e) of this Agreement and second pursuant to Section 7.2.2(e) of this Agreement, allocated to each Partner in the reverse order and in proportion to the allocation of such Losses to such Partner; (c) Third, one hundred percent (100%) to the Partners, until the cumulative amount allocated pursuant to this Section 7.2.1(c) for the current and all prior fiscal years is equal to the First Priority Return paid or accrued in the current and all prior fiscal years plus the cumulative amount of any Losses allocated pursuant to Section 7.2.2(d) of this Agreement in the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(c)) allocated to each Partner in proportion to each Partner’s paid or accrued First Priority Return; (d) Fourth, (A) eighty percent (80%) Pro Rata to the Partners, and (B) twenty percent (20%) to the General Partner, until the cumulative amount allocated to the Partners pursuant to Section 7.2.1(c) of this Agreement and Section 7.2.1(d)(A) of this Agreement for the current and all prior fiscal years is equal to the paid or accrued Second Priority Return in the current and all prior fiscal years plus the cumulative amount of any Losses allocated pursuant to Section 7.2.2(c) of this Agreement in the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(d)) allocated to each Partner in proportion to each Partner’s paid or accrued Second Priority Return; (e) Fifth, (i) fifty percent (50%) Pro Rata to the Partners, and (ii) fifty percent (50%) to the General Partner until the General Partner has been allocated pursuant to this Section 7.2.1(e)(ii) in the current and all prior fiscal years twenty percent (20%) of all allocations made pursuant to Section 7.2.1(c) of this Agreement and made or being made pursuant to this Section 7.2.1(e) in the current and all prior fiscal years with respect to such Partners (taking into account allocated Losses reversing such Profits); and (f) Thereafter, (A) eighty percent (80%) Pro Rata to the Partners, and
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Allocation of Profits. After giving effect Profits for each taxable year shall be allocated among the Partners, and shall be credited or debited to the allocations set forth in Section 7.3 of this Agreement, Profits for any fiscal year or other period of the Partnership will be credited to the respective Capital Accounts of the Partners Partners, in the following order of and priority:
(ai) First, one hundred percent (100%) to the General Partner holders of the Preferred Units, until the Unallocated Special Profits Amount is reduced to zero, provided that the cumulative amount of Profits allocated to each such holder pursuant to this Section 7.2.1(a6.1.A.(i) shall not exceed and Section 6.1.A.(iii) below for the Available Profits with respect current and all prior taxable years is equal to all Waived Fee Amounts included in the Waived Fee Balance as sum of the end of cumulative amount distributed to each such periodholder pursuant to Section 7.
1. A for the current and all prior taxable years;
(bii) Second, to the Partners, in an amount sufficient to reverse, on a cumulative basis, the cumulative amount of any Losses allocated to the Partners in the current and all prior fiscal years, first pursuant to the proviso after Section 7.2.2(e) of this Agreement and second pursuant to Section 7.2.2(e) of this Agreement, allocated to each Partner in the reverse order and in proportion to the allocation of such Losses to such Partner;
(c) Third, one hundred percent (100%) to the Partnerspari passu, until the cumulative amount of Profits allocated to each such Partner pursuant to this Section 7.2.1(c6.1.A.(ii) and Section 6.1.A.(iv) for the current and all prior fiscal taxable years is equal to the First Priority Return paid or accrued in the current and all prior fiscal years plus sum of the cumulative amount of any Losses allocated distributed to each such Partner pursuant to Section 7.2.2(d) of this Agreement in the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(c)) allocated to each Partner in proportion to each Partner’s paid or accrued First Priority Return;7.1.B.
(diii) FourthThird, (A) eighty percent (80%) Pro Rata to the Partnersholders of Preferred Units, and (B) twenty percent (20%) if any, pari passu, to the General Partner, until the cumulative amount allocated to the Partners pursuant to Section 7.2.1(c) of this Agreement and Section 7.2.1(d)(A) of this Agreement extent there exists any accrued but unpaid Preferred Return for the current and all prior fiscal years is equal to the paid or accrued Second Priority Return in the current and all prior fiscal years plus the cumulative amount of any Losses allocated pursuant to Section 7.2.2(c) of this Agreement in the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(d)) allocated to each Partner in proportion to each Partner’s paid or accrued Second Priority Return;
(e) Fifth, (i) fifty percent (50%) Pro Rata to the Partners, and (ii) fifty percent (50%) to the General Partner until the General Partner has have not previously been allocated pursuant to this Section 7.2.1(e)(ii) 6.1.A.(iii), in proportion to the current and all prior fiscal years twenty percent (20%) of all allocations made pursuant accrued but unpaid Preferred Return owned to Section 7.2.1(c) of this Agreement and made or being made each such holder for which Profits have not previously been allocated pursuant to this Section 7.2.1(e6.1.A.(iii).
(iv) Fourth, any remaining amounts shall be allocated to the holders of GP Common Units and LP Common Units (and LP Preferred Units, if any, which are entitled to share in the current and all prior fiscal years with respect to such Partners (taking into account allocated Losses reversing such ProfitsProfits of the Company beyond, or in lieu of, the receipt of a Preferred Return); and
(f) Thereafter, (A) eighty percent (80%) Pro Rata pari passu, in proportion to the Partners, andnumber of Units owned by each such holder.
Appears in 1 contract
Samples: Limited Partnership Agreement (Inland Retail Real Estate Trust Inc)
Allocation of Profits. After giving effect to the allocations Regulatory Allocations set forth in Section 7.3 of this Agreement, Profits for any fiscal year or other period of the Partnership will shall be credited to the Capital Accounts of allocated among the Partners in the following order of priorityas follows:
(a) First, one hundred percent (100%) to the General Partner until the Unallocated Special Profits Amount is reduced to zero, provided that the cumulative amount allocated pursuant to this Section 7.2.1(a) shall not exceed the Available Profits with respect to all Waived Fee Amounts included in the Waived Fee Balance as of the end of such period;
(b) Second, to the Partners, in an amount sufficient to reverse, on a cumulative basis, reverse the cumulative amount of any Losses allocated to the Partners in the current and all prior fiscal years, first pursuant to the proviso after Section 7.2.2(e) of this Agreement and second years pursuant to Section 7.2.2(e7.2(e) of this Agreement, allocated to each Partner in the reverse order and in proportion to the allocation of such Losses to such Partner;
(b) Second, to the Partners, in an amount sufficient to reverse the cumulative amount of any Losses allocated to the Partners in the current and all prior fiscal years pursuant to Section 7.2(d) of this Agreement, allocated to each Partner in proportion to the allocation of such Losses to such Partner.
(c) Third, one hundred percent (100%) to the Partners, until the cumulative amount allocated pursuant to this Section 7.2.1(c7.1(c) for the current and all prior fiscal years is equal to the First Priority cumulative Additional Capital Contributions Preferred Return paid or accrued in for all Partners for the current and all prior fiscal years plus years, but only to the cumulative amount extent amounts have been distributed to Partners (a) under Sections 6.2(a)(i) and 6.2(b)(i), or (b) upon liquidation, out of any Losses allocated amounts returned by the Xxxxxxx Limited Partner to the Partnership pursuant to Section 7.2.2(d) of this Agreement in 6.3 and then used by the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(c)) allocated Partnership to each Partner in proportion to each Partner’s paid or accrued First Priority Returnpay the Fund III Partners' Additional Capital Contributions Preferred Returns;
(d) Fourth, (A) eighty percent (80%) Pro Rata to the Partners, and (B) twenty percent (20%) to the General Partner, until the cumulative amount allocated to the Partners pursuant to this Section 7.2.1(c7.1(d) of this Agreement and Section 7.2.1(d)(A) of this Agreement for the current and all prior fiscal years is equal to the paid or accrued Second cumulative Priority Return of all Partners in the current and all prior fiscal years plus years, but only to the cumulative amount extent amounts have been distributed to Partners (a) under Sections 6.2(a)(iii) and 6.2(b)(iii), or (b) upon liquidation, out of any Losses allocated amounts returned by the Xxxxxxx Limited Partner to the Partnership pursuant to Section 7.2.2(c) of this Agreement in 6.3 and then used by the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(d)) allocated Partnership to each Partner in proportion to each Partner’s paid or accrued Second pay the Fund III Partners' Priority ReturnReturns;
(e) FifthThereafter, to the Partners in proportion to their respective Percentage Interests for the applicable fiscal period, provided that:
(i) fifty percent Profits (50%and, if necessary, items thereof) Pro Rata for any fiscal year or other period of the Partnership shall be allocated first to Xxxxxxx Limited Partner to the Partners, and (ii) fifty percent (50%) extent of any promote distribution paid by the Partnership to the General Xxxxxxx Limited Partner until the General Partner has been allocated pursuant to this Section 7.2.1(e)(ii) in the current and all prior fiscal years twenty percent (20%) of all allocations made pursuant to Section 7.2.1(c6.2(a)(iv) of this Agreement and made or being made pursuant to this Section 7.2.1(e6.2(b)(v) in the current and all prior for such fiscal years with respect to such Partners (taking into account allocated Losses reversing such Profits)year or other period; and
(fii) ThereafterThe Partners intend to allocate Profits (and Losses) in such a manner so that upon liquidation of the Partnership, each Partner's Capital Account shall equal the amount of cash such Partner would be entitled to receive if the Partnership sold its assets for their respective Book Values and, after satisfying all Partnership liabilities, distributed the proceeds from such sale, as well as all other funds of the Partnership, to the Partners pursuant to Section 6.2(b), as adjusted by Sections 6.2(c) and 6.3 (A) eighty percent (80%) Pro Rata the "Targeted Distribution Amounts"). In order to achieve such result, the Partners, andacting jointly, with the assistance of the Partnership's tax advisors, may specially allocate Profits (or, if necessary, items thereof) in a manner so as to cause the Partners' Capital Accounts projected as of a jointly envisioned liquidation date to equal the Targeted Distribution Amounts.
Appears in 1 contract
Samples: Limited Partnership Agreement (Feldman Mall Properties, Inc.)
Allocation of Profits. After giving effect to the allocations set forth in Section 7.3 of this Agreement, Profits for any fiscal year or other period of the Partnership will be credited to the Capital Accounts of the Partners in the following order of priority:
(a) First, one hundred percent (100%) to the General Partner until the Unallocated Special Profits Amount is reduced to zero, provided that the cumulative amount allocated pursuant to this Section 7.2.1(a) shall not exceed the Available Profits with respect to all Waived Fee Amounts included in the Waived Fee Balance as of the end of such period;
(b) Second, to the Partners, in an amount sufficient to reverse, on a cumulative basis, the cumulative amount of any Losses allocated to the Partners in the current and all prior fiscal years, first pursuant to the proviso after Section 7.2.2(e7.2.2(d) of this Agreement and second pursuant to Section 7.2.2(e7.2.2(d) of this Agreement, allocated to each Partner in the reverse order and in proportion to the allocation of such Losses to such Partner;
(c) Third, one hundred percent (100%) to the Partners, until the cumulative amount allocated pursuant to this Section 7.2.1(c) for the current and all prior fiscal years is equal to the First Priority Return paid or accrued in the current and all prior fiscal years plus the cumulative amount of any Losses allocated pursuant to Section 7.2.2(d) of this Agreement in the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(c)) allocated to each Partner in proportion to each Partner’s paid or accrued First Priority Return;
(d) Fourth, (A) eighty percent (80%) Pro Rata to the Partners, and (B) twenty percent (20%) to the General Partner, until the cumulative amount allocated to the Partners pursuant to Section 7.2.1(c) of this Agreement and Section 7.2.1(d)(A) of this Agreement for the current and all prior fiscal years is equal to the paid or accrued Second Priority Return in the current and all prior fiscal years plus the cumulative amount of any Losses allocated pursuant to Section 7.2.2(c) of this Agreement in the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(d7.2.1(c)) allocated to each Partner in proportion to each Partner’s paid or accrued Second Priority Return;
(ed) FifthFourth, (i) fifty percent (50%) Pro Rata to the Partners, and (ii) fifty percent (50%) to the General Partner until the General Partner has been allocated pursuant to this Section 7.2.1(e)(ii7.2.1(d)(ii) in the current and all prior fiscal years twenty percent (20%) of all allocations made pursuant to Section 7.2.1(c) of this Agreement and made or being made pursuant to this Section 7.2.1(e7.2.1(d) in the current and all prior fiscal years with respect to such Partners (taking into account allocated Losses reversing such Profits); provided, however, that Profits allocated to any General Partner Group Limited Partner(s), pursuant to this Section 7.2.1(d), shall be wholly allocated to such General Partner Group Limited Partner(s) with no allocation made to the General Partner in respect of such General Partner Group Limited Partner; and
(fe) Thereafter, (A) eighty percent (80%) Pro Rata to the Partners, and
Appears in 1 contract
Samples: Partnership Agreement
Allocation of Profits. After giving effect to the allocations Regulatory Allocations set forth in Section 7.3 10.5 and the allocation of this AgreementOperating Expenses set forth in Section 10.3, Profits for any fiscal year or other period of the Partnership from Portfolio Securities will be credited to the Capital Accounts of the Partners in the following order of priority:
(a) First, one hundred percent (100%) to the General Partner until the Unallocated Special Profits Amount is reduced to zero, provided that the cumulative amount allocated pursuant to this Section 7.2.1(a) shall not exceed the Available Profits with respect to all Waived Fee Amounts included in the Waived Fee Balance as of the end of such period;
(b) Second, to the Partners, in an amount sufficient to reverse, on a cumulative basis, the cumulative amount of reverse any Losses allocated to the Partners in the current and all prior fiscal years, first pursuant to the proviso after in Section 7.2.2(e) of this Agreement and second pursuant to Section 7.2.2(e) of this Agreement10.2, allocated to each Partner in the reverse order and in proportion to the allocation of such Losses to such Partner;
(cb) ThirdSecond, one hundred percent (100%) Pro Rata to the Partners, until the cumulative amount allocated pursuant to this Section 7.2.1(c10. I (b) for the current and all prior fiscal years is equal to the First Priority Return paid or accrued cumulative Shortfall Amount with respect to Realized Investments in the current and all prior fiscal years plus the cumulative amount of any Losses allocated pursuant to Section 7.2.2(dI 0.2( e) of this Agreement in the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(c10. I (b)) allocated to each Partner in proportion to each Partner’s paid or accrued First Priority Return);
(dc) FourthThird, (A) eighty one hundred percent (80l 00%) Pro Rata to the Partners, and (B) twenty percent (20%) to the General Partner, until the cumulative amount allocated to the Partners pursuant to pursuantto this Section 7.2.1(c10. I(c) of this Agreement and Section 7.2.1(d)(A) of this Agreement for the current and all prior fiscal years is equal to the paid or accrued Second Shortfall Amount with respect to Unrealized Investments on the date of allocation plus any Losses allocated pursuant to Section 1O.2(d) (which Losses reverse Profits allocated under this Section 10.I(c));
(d) Fourth, one hundred percent (100%) Pro Rata to the Partners, until the cumulative amount allocated pursuant to this Section IO.I (d) for the current and all prior fiscal years is equal to the cumulative Priority Return Payment attributable to Money Market Investments and Bridge Financing in the current and all prior fiscal years plus the cumulative amount of any Losses allocated pursuant to Section 7.2.2(cI 0.2( c) of this Agreement in the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(d10.1(d)) allocated to each Partner in proportion to each Partner’s paid or accrued Second Priority Return);
(e) Fifth, (i) fifty one hundred percent (50%) Pro Rata to the Partners, and (ii) fifty percent (50100%) to the General Partner until if and to the extent necessary to cause net cumulative allocations (after taking into account all allocations of Losses which reverse prior Profits allocations) to the General Partner has been allocated pursuant (exclusive of its share of allocations made Pro Rata to this Section 7.2.1(e)(iithe Partners) in the current and all prior fiscal years twenty to equal twenty-five percent (2025%) (i.e., 20/80) of all the sum of (x) net cumulative allocations made Pro Rata to the Partners pursuant to Sections 10. I (b) and 10. I (c) to the extent such allocations are in respect of the cumulative Priority Payment attributable to a Realized Investment or Unrealized Investment, and (y) net cumulative allocations made Pro Rata to the Partners pursuant to Section 7.2.1(c10.1(d) to the extent such allocations are in respect of this Agreement and made the cumulative Priority Payment attributable to a Money Market Investment or being made pursuant to this Section 7.2.1(e) Bridge Financing in the current and all prior fiscal years with respect to such Partners (taking into account allocated Losses reversing such Profits)years; and
(f) Thereafter, (Ax) eighty percent (80%) Pro Rata to the Partners, andPartners and (y) twenty percent (20%) to the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement
Allocation of Profits. After giving effect to the allocations Regulatory Allocations set forth in Section 7.3 Exhibit B of this AgreementAgreement and subject to the provisions of Section 5.2(c), Profits for any fiscal year or other period of the Partnership will be credited to the Capital Accounts of the Partners in the following order of priority:
(a) First, one hundred percent (100%) to the General Partner until the Unallocated Special Profits Amount is reduced to zero, provided that the cumulative amount allocated pursuant to this Section 7.2.1(a) shall not exceed the Available Profits with respect to all Waived Fee Amounts included in the Waived Fee Balance as of the end of such period;
(b) Second, to the Partners, in an amount sufficient to reverse, on a cumulative basis, reverse the cumulative amount of any Losses allocated to the Partners in the current and all prior fiscal years, first pursuant to the proviso after Section 7.2.2(e6.3(d) of this Agreement Agreement, and second pursuant to Section 7.2.2(e6.3(d) of this Agreement, allocated to each Partner in the reverse order and in proportion to the allocation of such Losses to such Partner;
(cb) ThirdSecond, one hundred percent (100%) to the Class B Limited Partners, until the cumulative amount allocated pursuant to this Section 7.2.1(c6.2(b) for the current and all prior fiscal years is equal to the First Priority cumulative amount of any Losses allocated pursuant to Section 6.3(c) of this Agreement in the current and all prior fiscal years to each Class B Limited Partner, pro rata in proportion to the Losses allocated to each such Class B Limited Partner;
(c) Third, to the Class A Limited Partners, until the cumulative amount allocated pursuant to this Section 6.2(c) for the current and all prior fiscal years is equal to the cumulative Class A Preferred Return paid or accrued for all Class A Limited Partners in the current and all prior fiscal years plus the cumulative amount of any Losses allocated pursuant to Section 7.2.2(d6.3(b) of this Agreement in the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(c6.2(c)) allocated to each Class A Limited Partner pro rata in proportion to each Class A Limited Partner’s paid or accrued First Priority 's Class A Preferred Return;; and
(d) FourthThereafter, (A) eighty percent (80%) Pro Rata to the Partners, and (B) twenty percent (20%) 40% to the General Partner, until the cumulative amount allocated Partner and 60% to the Class A Limited Partners pursuant to Section 7.2.1(c) of this Agreement and Section 7.2.1(d)(A) of this Agreement for the current and all prior fiscal years is equal to the paid or accrued Second Priority Return in the current and all prior fiscal years plus the cumulative amount of any Losses allocated pursuant to Section 7.2.2(c) of this Agreement in the current and all prior fiscal years (which Losses reverse Profits allocated under this Section 7.2.1(d)) allocated to each Partner pro rata in proportion to each Class A Limited Partner’s paid or accrued Second Priority Return;
(e) Fifth, (i) fifty percent (50%) Pro Rata to the Partners, and (ii) fifty percent (50%) to the General Partner until the General Partner has been allocated pursuant to this Section 7.2.1(e)(ii) in the current and all prior fiscal years twenty percent (20%) of all allocations made pursuant to Section 7.2.1(c) of this Agreement and made or being made pursuant to this Section 7.2.1(e) in the current and all prior fiscal years with respect to such Partners (taking into account allocated Losses reversing such Profits); and
(f) Thereafter, (A) eighty percent (80%) Pro Rata to the Partners, and's Percentage Interest.
Appears in 1 contract
Samples: Limited Partnership Agreement (International Travel Cd S Inc)