Allocations; Capital Accounts. (a) For accounting and federal and state income tax purposes, except as herein otherwise specifically provided, or as may be required by Section 704(c) of the Code and Treasury Regulation section 1.704-1(b)(2)(iv)(f)(4), all costs, expenditures, income, deductions, credits, gains and losses of the Joint Venture shall be allocated to the Joint Venturers in accordance with their respective Joint Venture Percentage Interest. Any item which is stipulated to be an expense of the Joint Venture under the terms of this Agreement or which would be so treated in accordance with generally accepted accounting principles shall be treated as an expense of the Joint Venture for all purposes, whether or not such item is deductible for purposes of computing net income for federal income tax purposes. Neither the allocations referred to in this Section 7.1 nor the utilization of varying tax bases as herein provided shall have any effect whatsoever upon any Joint Venturer’s Joint Venture Percentage Interest.
Allocations; Capital Accounts. Subject to the remaining provisions of this paragraph, the Limited Partnership's income, gains, losses, deductions, or credits (and any items thereof) for the period shall be allocated among the Partners annually as of the close of business on the last day of each fiscal year of the Limited Partnership, as follows: General Partner 3% Limited Partner 97% Total 100% For each Partner the Limited Partnership shall establish, determine, and maintain a separate account (the "Capital Account") consisting initially of such Partner's capital contribution and reflecting all interests of the Partner in the Limited Partnership, which Capital Account shall be determined and maintained throughout the full term of the Limited Partnership as required by and in accordance with ss.1.704-1(b)(2)(iv) of the Treasury Regulations (as in effect from time to time, the "Regulations"). Any items of income, gain, loss, deduction, or credit shall first be allocated so that each Partner is allocated such items of the Limited Partnership only to the extent that such Partner receives a corresponding economic benefit or bears a corresponding economic burden. No loss shall be allocated to any Partner, however, if such allocation would cause or increase a deficit balance in such Partner's Capital Account, after making reductions in such Partner's Capital Account as required by ss.1.704-1(b)(2)(ii)(d)(3) et seq. of the Regulations. If such reductions unexpectedly cause or increase a deficit balance in a Partner's Capital Account such Partner's Capital Account shall be allocated items of income and gain in an amount and manner sufficient to eliminate such deficit as quickly as possible. Any funds to be distributed to the Partners upon a liquidation of the Limited Partnership or a Partner's interest therein shall be distributed only in accordance with the positive Capital Account balances of the Partners as then determined in accordance with the Regulations after allocating all gains or losses from the sale, exchange, or abandonment of the Limited Partnership's properties, and it is agreed that no Partner shall be liable to the Limited Partnership to restore any deficit balance that may exist in its Capital Account upon liquidation. If the Limited Partnership at any time incurs nonrecourse debt, the provisions of ss.1.704-1(b)(4)(iv) of the Regulations shall control in determining allocations of loss, deduction, or other partnership items, and a minimum gain charge-back shall be made in accor...
Allocations; Capital Accounts. (b) The Partnership shall maintain a separate sub-account within the Capital Account of each Holder of Partnership Perpetual Convertible Preferred Units in respect of each Partnership Perpetual Convertible Preferred Unit held by such Holder (each, a “PPCPU Sub-Account”). The balance of each PPCPU Sub-Account shall initially be equal to the Issue Price of the corresponding Partnership Perpetual Convertible Preferred Unit and shall be (i) increased (decreased) by any allocations of Net Income (Net Loss) made in respect of such Partnership Perpetual Convertible Preferred Unit pursuant to this Section 11, (ii) reduced by any payments of the Distribution Amount on such Partnership Perpetual Convertible Preferred Unit and any payments made in redemption of such Partnership Perpetual Convertible Preferred Unit and (iii) otherwise adjusted in accordance with the rules under Section 704(b) and 721 of the Code with respect to non-compensatory partnership options.
Allocations; Capital Accounts
