Allocations Among Members. (a) All Operating Profit, Operating Loss, Disposition Profits, Disposition Loss and tax credits shall be allocated to the Members as provided below in this SECTION 2.09.
(b) The Operating Profit and Disposition Profit of the Company shall be allocated among the Members in the following order of priority:
(i) First, to the Members in proportion to, and in a cumulative amount equal to, the cumulative amount of Operating Loss and Disposition Loss previously allocated to the Members pursuant to SECTIONS 2.09(c)(ii), (iii) and (iv);
(ii) Second, to the Members in proportion to, and in a cumulative amount up to, the cumulative amount of Net Receipts and Disposition Proceeds distributed to the Members or to be distributed to the Members under SECTIONS 2.06(b)(i) and (ii) and 2.06(c)(i) and (ii), excluding any distribution of Net Receipts and Disposition Proceeds which represents a return of the capital contributions of such Members (including, for example, the return of the Supplemental Contributions as part of the Supplemental Contribution Preferred Return); and
(iii) Third, the balance of the Operating Profit and Disposition Profit in any fiscal year shall be allocated among the Members in proportion to their Percentage Interests.
(c) The Operating Loss and Disposition Loss of the Company shall be allocated among the Members in the following order of priority:
(i) First, to the Members in proportion to, and in a cumulative amount equal to, the cumulative amount of Operating Profit and Disposition Profit previously allocated to the Members pursuant to SECTION 2.09(b)(iii) until the Adjusted Capital Account of each of the Members is reduced to the sum of (A) its share of the undistributed Supplemental Contribution Preferred Return and (B) its share of the undistributed $5,000,000 Preference;
(ii) Second, to the Members in proportion to the amounts required to be allocated pursuant to this SECTION 2.09(c)(ii), until the Adjusted Capital Account of each of the Members is reduced to its share of the undistributed Supplemental Contribution Preferred Return;
(iii) Third, to the Members in proportion to the amounts required to be allocated pursuant to this SECTION 2.09(c)(iii), until the Adjusted Capital Account of each of the Members is reduced to zero; and
(iv) Fourth, the balance of the Operating Loss and Disposition Loss in any fiscal year shall be allocated among the Members in proportion to their Percentage Interests.
(v) Notwithstanding anything to the contrary ...
Allocations Among Members. Section 2.10 Reserved. . . . . . . . . . . . . . . 21 Section 2.11 Special Assets. . . . . . . . . . . . 21 Section 2.12 Aetna Lockbox . . . . . . . . . . . . 21
Allocations Among Members. Except as otherwise provided for U.S. Federal income tax and capital account purposes, the profits and gains of the Company shall be divided and the losses, deductions, and credits of the Company shall be borne by the Members pro rata according to their ownership of units, subject to the next sentence. The amounts distributable to the holders of Preferred Units shall be allocated to such holders at the time of each such allocation in accordance with such holders’ preferential right to receive distributions, and then the balance of the income, gain or losses, as applicable, shall be allocated to the holders of the Voting Units.
Allocations Among Members. The profits and gains of the Company shall be divided, and the losses, deductions, and credits of the Company shall be borne in the following proportions: Xxxxx X. Xxxxxxx 50%
Allocations Among Members. Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations, including allocations of Book Profits and Losses, not otherwise provided for shall be divided among the Members in the same proportions as they share Profits and Losses, as the case may be, for such Fiscal Year.
Allocations Among Members. Whenever a proportionate part of the Company Profit or Company Loss is credited or charged to a Member's Capital Account, every item of income, gain, loss, deduction or credit entering into the computation of such Company Profit or Company Loss, or applicable to the period during which such Company Profit or Company Loss is realized, shall be considered credited or charged, as the case may be, to such account in the same proportion. As between a Member and his transferee, unless otherwise agreed by them, Company Profits and Company Losses for any Fiscal Year shall be allocated on a daily basis, and the transferee shall be allocated Company Profits and Company Losses with respect to the period commencing with the day of transfer. SECTION V RIGHTS, POWERS, AND DUTIES OF MANAGER(S)
5.1 Rights and Powers of Manager(s). Except as may be expressly limited by other provisions of this Agreement, the Manager(s) shall have complete authority over and exclusive control and management of the business and affairs of the Company and shall devote such time to the Company as may be reasonably required for the achievement of its purposes. If not otherwise specifically stated, and except as specifically authorized in Section 1.7, the references to action by the Manager(s) or by the Company shall mean only action as provided in this Section 5.1. In connection with the management of the business and affairs of the Company, the Manager(s) may employ on behalf of the Company any other persons to perform services for the Company, including persons employed by, affiliated with, or related to any Manager. The Manager(s), in his (their) sole discretion, shall have the fullest power and authority permitted by law, and without limiting its authority and powers, the Manager(s), shall have the right, if, as and when he (they) deem(s) necessary or appropriate, on behalf of the Company, subject only to the terms and conditions of this Agreement:
(a) To acquire, operate, maintain, and improve (including capital expenditures of, any type) the Project or any other property in such manner and on such terms and conditions as the Manager(s) shall deem necessary or appropriate;
(b) To exercise for the Company any and all rights, privileges, and powers available to the Company as holder of any Company property including, without limitation, the refinancing, replacement, renewal, consolidation, extension, modification and creation of encumbrances, mortgages, deeds of trust, deeds to secure debt, ...
Allocations Among Members. The profits and gains of the Company shall be divided and the losses, deductions, and credits of the Company shall be borne in the proportion of their capital contributions.
Allocations Among Members. Among the Members or their Assignees, except as provided in Section 6.3, all allocations of income, gain, deduction, loss and credit shall be made pro rata in accordance with the then-current Membership Interests of each Member or their Assignee.
Allocations Among Members. The profits and gains of the Company shall be divided and the losses, deductions, and credits of the Company shall be borne in the following proportions as are set forth in Exhibit A.
Allocations Among Members a. Amounts allocated to the Members collectively shall be allocated pro rata among the Members. No Member shall be allocated an amount of Net Losses that would reduce his Capital Account below zero or which would require him to contribute additional funds to the LLC if it were dissolved. To the extent consistent with federal tax law, it is intended that allocations of Net Profits shall be made first to the Members to the extent of and in accordance with actual distributions of cash made to them.
b. All allocations of Net Profits and Net Losses from Operations shall be made to the persons who were Members during the fiscal period for which such allocation is made based upon the number of days in such period during which the person was a Member.
c. All allocations of Net Profits and Net Losses from a Liquidating Event shall be made to the persons who are Members as of the date of such event.
d. If Net Profits from a Liquidating Event allocated to the Members are less than the deficit amounts of the Capital Accounts of all Members whose Capital Accounts are negative, if any, such Net Profits shall be allocated among such Members in the ratio which the deficit amount of each such Member's Capital Account bears to the deficit amounts of the Capital Accounts of all such Members whose Capital Accounts have a deficit balance. Nothing contained in this Section 4.4(d) shall be deemed to defeat or alter the Preference which is owed to Members, as provided elsewhere in this Agreement.
e. If the character of any Net Profit or Net Loss is in part capital and in part ordinary in the hands of the LLC or is in part governed by Internal Revenue Code Section 1231 and in part not governed thereby, then all allocations of any such Net Profit or Net Loss shall be made among the Members in a manner such that each Member to whom such Net Profit or Net Loss is allocated, is allocated the same proportion of each such separate class of Net Profit or Net Loss as such Member is allocated to the total amount of such Net Profit or Net Loss.
f. Any recognition of taxable income or loss arising from the recharacterization of the status or treatment of any item, or any recapture of any tax credit on audit or by an amended tax return, shall be allocated in the same manner and ratio as said item or credit was previously allocated to the Members, or as close thereto as the Manager may determine, in its sole discretion.
g. For the purposes of the allocations set forth herein, the balance in a ...
