Allocation of Series Profits and Losses Sample Clauses

Allocation of Series Profits and Losses. As of the end of each Series Year or as more frequently as determined by the Series General Partner, and after giving effect to the special allocations set forth in Section 5.3, Profits or Losses of a Series for such Series Year (and items thereof) shall be allocated to the Capital Accounts of the Partners of such Series as follows:‌ A) Subject to adjustment in connection with the waiver by the Series General Partner of all or part of the Management Fee in respect of any Limited Partner, the Management Fee payable by a Limited Partner of such Series pursuant to Section 4.1 shall be specially allocated to such Limited Partner’s Capital Account.‌ B) The Series’ Profit or Loss (after giving effect to Section 5.2A)) and each item of income, gain, loss, deduction or expense included in the determination of such Profit or Loss, shall be allocated among the Partners of a Series in a manner such that the Capital Account balance of each Partner of a Series, immediately after making such allocation, is, as nearly as possible (in the judgment of the relevant Series General Partner) equal (proportionately) to the distributions that would be made to such Partner if such Series were terminated, its affairs wound up and its Series Assets sold for cash equal to their Carrying Value, all Series liabilities were satisfied, and the net assets of the Series were distributed to the Partners of such Series pursuant to Section 5.6. Notwithstanding the forgoing, the Series General Partner may, in its reasonable discretion, make any modifications and adjustments to the allocations that it believes are necessary‌ to comply with applicable law and to ensure that the allocations achieve the results intended by the Partners hereunder. The allocation provisions set forth in this Section 5.2B) are intended to produce final Capital Account balances that are at levels in the year of liquidation of a Series that are equal in amount to the distributions that would occur if all such liquidating distributions were made to the Partners of such Series in accordance with Section 5.6. In furtherance of the forgoing, the Series General Partner is expressly authorized and directed to make such allocations of income, gain, loss and deduction (including items of gross income, gain, loss and deduction) in such year so as to cause the Capital Accounts of the Partners of a Series to be equal in amount to the distributions that would occur if all such liquidating distributions of such Series were made to...
Sample 1
AutoNDA by SimpleDocs

Related to Allocation of Series Profits and Losses

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

  • 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.

  • Profits and Losses For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.

  • 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 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.

  • 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.

  • Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.

  • Participation in Profits and Losses All profits and losses of the Company will be allocated to the Member.

  • 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.

  • Net Losses After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows: (i) First, 2% to the General Partner, and 98% to the Unitholders, Pro Rata, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iii) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 2% to the General Partner, and 98% to the Unitholders, Pro Rata; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iii) Third, the balance, if any, 100% to the General Partner.

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