Common use of Allocations Among Members Clause in Contracts

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 in this SECTION 2.09(c), (A) Interest income recognized on any deferred purchase price obligation received in connection with a Disposition Event shall not be considered a part of Disposition Profit or Disposition Loss, as the case may be, and shall be allocated to the Member receiving the interest payment to which such income is attributable. (B) To the extent permitted by the applicable Code provisions and Regulations, all Disposition Profit treated as ordinary income because it is attributable to the recapture of depreciation or cost recovery deductions shall be allocated among the Members in the same ratio as prior allocations to such Members of the depreciation or cost recovery deductions subject to recapture. The preceding sentence is intended merely to characterize the gain allocable to the Members, and shall not operate to increase or decrease the amount of Disposition Profit otherwise allocable to the Members under SECTION 2.09(c)(ii). (vi) For purposes of making the allocations provided for in this SECTION 2.09, the Capital Account of each Member shall be determined as of the end of the fiscal year in which the Disposition Event occurred, after (x) crediting to such account all capital contributions made by the Members within 15 days after the close of the fiscal year, (y) debiting all distributions (whether of Net Receipts, Disposition Proceeds or liquidation proceeds) made or to be made to such Member, and (z) after crediting or debiting, as the case may be, such Member's share of the Operating Profit or Operating Loss for such fiscal year.