Allocations Among Partners. Unless otherwise expressly stated to the contrary, whenever amounts are allocated or distributed to the Partners such amounts shall be allocated or distributed among the Partners in the proportion that the Partnership Interest(s) each owns bears to the aggregate number of Partnership Interests of all the Limited Partners at the time of such allocation or distribution.
Allocations Among Partners. A. For purposes of determining the Taxable Income (or Tax Losses) or any other items allocable to any period, Taxable Income (or Tax Losses) and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Treasury Regulations thereunder.
B. Taxable Income, Tax Losses, and Tax Credits for all purposes of this Agreement shall be determined in accordance with the accrual accounting method. Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations, including allocation of Book Profits and Losses, shall be divided among the Partners in the same proportions as they share Taxable Income, Tax Credits, and Taxable Losses, as the case may be, for such fiscal year.
C. In any year in which a Partner sells, assigns or transfers all or any portion of an Interest to any Person who during such year is admitted as a substitute Partner, the share of all Taxable Income, Tax Losses, and Tax Credits, allocated to and of all Cash Flow and all cash proceeds distributable under Section 11.04 distributed to, all Partners which is attributable to the Interest sold, assigned or transferred shall be divided between the assignor and the assignee using any one of the following methods as determined by agreement between the assignor and assignee: (i) ratably on the basis of the number of days in such year before, and the number of days on and after, the execution by the assignee of this Agreement, or (ii) by dividing the Partnership fiscal year into two segments, the first segment being the time period in such year before the execution by the assignee of this Agreement and the second segment being the time period in such year beginning on the date of execution of this Agreement, and allocating Taxable Income, Tax Losses, Tax Credits, Cash Flow, and all cash proceeds distributable in each such segment among the persons who were Partners during that segment, or (iii) using such other method as provided by the Code or regulations thereunder.
D. In the event that there is a determination that there is any original issue discount or imputed interest attributable to the Capital Contribution of any Partner, or any loan between a Partner and the Partnership, any income or deduction of the Partnership attributable to such imputed interest or original issue discount on such Capital Contribution or loan (whether s...
Allocations Among Partners. All items of income, gain, loss, deduction and credit (including items of tax preference) of the Partnership for federal income tax purposes shall be apportioned ratably to each day of the Partnership's taxable year and each day's share of such items shall be allocated to the Partners as provided in this section, subject to Internal Revenue Code Section 704 and the regulations thereunder.
1. Partnership net income (determined in accordance with Internal Revenue Code Section 703(a)) shall be allocated first among the Partners in proportion to the excess, if any, of the cumulative amount of losses previously allocated to them over the cumulative amount of Partnership net income previously allocated to them. Once a Partner is allocated net income equal to his prior allocation of losses, so that such losses are fully offset, such Partner shall not receive further allocations of net income under the immediately preceding sentence. Then, net income shall be allocated 20% to the General Partner, and 80% to the Limited Partners in accordance with their respective Percentage Interests.
2. Partnership net losses, after giving effect to any qualified income offset as described below, shall be allocated first, to reverse any Partnership income allocated among the Partners pursuant to Section 6.2.1, in the reverse order that such income was allocated; second, among the Limited Partners in proportion to each Limited Partner’s Net Cumulative Capital Contributions, and finally, among the Limited Partners in accordance with their respective Percentage Interests. Formatted: Font: Times New Roman, 8 pt Formatted: Tab stops: 3", Centered + 6", Right + Not at 0.73" of net income. For periods in which there is a Partnership net loss, Partnership
3. For periods in which there is Partnership net income, Partnership tax credits shall be allocated among the Partners in accordance with their respective allocations tax credits shall be allocated 20% to the General Partner and 80% to the Limited Partners in accordance with their respective Percentage Interests. Notwithstanding the foregoing, all allocations of profits, gains and losses made by the Partnership prior to January 1, 2014 as reflected in the Partnership’s federal partnership tax returns are accepted by the Partners as accurate and binding. Formatted: Font: Times New Roman, 8 pt Formatted: Tab stops: 3", Centered + 6", Right + Not at 0.73"
Allocations Among Partners. Except as explicitly provided elsewhere herein, the items of income, gain, loss or deduction of the Partnership comprising Net Income or Net Loss for a Partnership Year shall be allocated between the Class G Preferred Unitholders and the Class G Unitholders and all other Persons who were Partners during each such Partnership Year in a manner such that the Capital Account of each Class G Preferred Unitholder and the Capital Account of each Class G Unitholder, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (a) the distributions that would be made to such Partner pursuant to Article 13 if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Values, all Partnership liabilities were satisfied (limited in the case of each Nonrecourse Liability to the Gross Asset Value of the assets securing such liability) and the net assets of the Company were distributed in accordance with Section 13.2(a)(iv) and (v) to the Partners immediately after making such allocations, minus (b) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of the assets.
Allocations Among Partners. (a) Whenever a proportionate part of the Partnership Profit or Loss is credited or charged to a Partner's account, every item of income, gain, loss, deduction or credit entering into the computation of such Profit or Loss, or applicable to the period during which such Profit or Loss is realized, shall be considered credited or charged, the case may be, to such account in the same proportion. As between a Limited Partner and his transferee, unless otherwise agreed by them, Profits and Losses for any Fiscal Year shall be allocated on a daily basis, and the transferee shall be allocated Profits and Losses with respect to the period commencing with the day of transfer.
(b) Distributions to General Partner or Limited Partners pursuant to Sections 4.2 and 4.3 shall be shared by such Partners in proportion to their respective General Partners' Percentage or Limited Partners' Percentage and made as such percentages shall appear of record on the Partnership's books maintained by the General Partner at the time of the distribution. The General Partner and the Partnership shall incur no liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the General Partner or the Partnership has knowledge or notice of any transfer of ownership of any Interests.
Allocations Among Partners. 11 6.2 Distributions....................................11
Allocations Among Partners. All Income and Losses of the Partnership shall be apportioned ratably to each day of the Partnership's taxable year and each day's share of such items shall be allocated to the Partners in proportion to their respective Partnership Interests on such days.
Allocations Among Partners. The Partnership shall apportion Partnership Allocations among the Partners in accordance with the provisions of this Paragraph B.06.
B.06.1 Except as otherwise provided in this Agreement, all divisions among and allocations of items affecting Capital Account Balances to the Holders of Units of the same class shall be in the ratio which the number of Units of such class which are held by each such Holder on the date of such allocation (which allocation date shall be selected by the Managing General Partner in its sole discretion), bears to the total number of Units of such class which are issued and outstanding as of such date, without regard to the number of days on which each recipient was a Holder of Units.
B.06.2 If a Partnership Interest is assigned prior to an allocation date, the Partnership shall apportion the items affecting Capital Account Balances of the Partners during the period commencing with the last allocation date before the assignment and ending on the first allocation date after the assignment between the Partner and such Partner's Assignee based upon the number of days of their respective ownership during such period before and after the date that such Assignee became an Assignee of Record, without regard to the results of the Partnership's operations during the period before or after such assignment. The assigning Partner's Capital Account shall become the Capital Account of the Assignee as of the date the Assignee becomes an Assignee of Record.
B.06.3 The Partners are aware of the income tax consequences of the allocations made by this Exhibit B and hereby agree to be bound by the provisions of this Exhibit B in reporting their shares of Partnership Allocations for income tax purposes. EXHIBIT C NAMES AND ADDRESSES OF THE PARTNERS UCVGP, INC. 5230 Carroxx Xxxxxx Xxxx, Suite 310 San Diego, California 92121 SPORTS ARENAS PROPERTIES, INC. 5230 Carroxx Xxxxxx Xxxx, Suite 310 San Diego, California 92121 PATRICIA A. XXXXXXX XXX EXHIBIT D LIMITED DEFICIT MAKE-UP OBLIGATION
1. Promise To Make Capital Contribution FOR VALUE RECEIVED, the undersigned partner ("Payor") in UCV, L.P., a California limited partnership, promises to pay to UCV, L.P., a California limited partnership ("Payee") at such address as the holder of this promissory note may from time to time designate, the lesser of: (a) the principal sum of [__________ THOUSAND DOLLARS ($______)]; or (b) the deficit balance of Payee's Capital Account Balance (within the meaning of Payee's P...
Allocations Among Partners a. Amounts allocated to the Limited Partners collectively shall be allocated pro rata among the Limited Partners.
b. All allocations of Net Profits and Net Losses from Operations shall be made to the persons who were Partners 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 Partner.
c. All allocations of Net Profits and Net Losses from a Major Capital Event or Liquidating Event shall be made to the persons who are Partners as of the date of such event.
d. If Net Profits from a Major Capital Event or Liquidating Event allocated to the Partners are less than the deficit amounts of the Capital Accounts of all Partners whose Capital Accounts are negative, if any, such Net Profits shall be allocated among such Partners in the ratio which the deficit amount of each such Partner's Capital Account bears to the deficit amounts of the Capital Accounts of all such Partners 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 Limited Partners, as provided elsewhere in this Agreement.
e. If the character of any Net Profit or Net Loss is in part capital and in part from Operations in the hands of the Partnership or is in part governed by Internal Revenue Code ss. 1231 and in part not governed thereby, then all allocations of any such Net Profit or Net Loss shall be made among the Partners in a manner such that each Partner 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 Partner 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 Partners, or as close thereto as the General Partner may determine, in its sole discretion on competent advice.
g. For the purposes of the allocations set forth herein, the balance in a Partner's Capital Account shall be determined as if the Partnership's year had closed immediately prior to the date as of which such allocations are made.
Allocations Among Partners. Except as otherwise agreed from time to time by the Partners or as otherwise provided herein, for purposes of maintaining the Capital Accounts, all items of Partnership income, gain, loss,
