Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. A. Subject to Section 6.2 and clause (iii) below, and after reduction for the allocations described therein, Net Income shall be allocated (i) first, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years until the aggregate amount of Net Losses previously allocated to the Partners pursuant to such provisions of Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated (a) first to the holders of the Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the Partners in accordance with their respective Percentage Interests. (iii) Notwithstanding anything to the contrary in 6.1.A(i) and (ii) above, except as provided below, items of gross income shall be allocated (a) first to the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation of net income was not previously made pursuant to this Section 6.1.A(iii)(a), until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Gables Residential Trust), Limited Partnership Agreement (Gables Realty Limited Partnership), Limited Partnership Agreement (Gables Realty Limited Partnership)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. .
A. Subject to Section 6.2 and clause (iii) below, and after reduction for the allocations described therein, Net Income shall be allocated allocated
(i) first, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years until the aggregate amount of Net Losses previously allocated to the Partners pursuant to such provisions of Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause (i) of Section 6.1.A; and and
(ii) thereafter, Net Income shall be allocated (a) first to the holders of the Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the Partners in accordance with their respective Percentage Interests. .
(iii) Notwithstanding anything to the contrary in 6.1.A(i) and (ii) above, except as provided below, items of gross income shall be allocated allocated
(a) first to the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation number of net income was not previously made pursuant to this Section 6.1.A(iii)(a)Series A Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and and
(b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trusttrust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated
(i) first, to the Partners in the same ratio and reverse order as Net Income was allocated to such Partners pursuant to Section 6.1.A(ii) for all fiscal years until the aggregate amount of Net Income previously allocated to such Partners pursuant to Section 6.1.A(ii) equals the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(i);
(ii) second, to the Partners, pro rata, in proportion to their Adjusted Capital Account balance until their Adjusted Capital Account balance has been reduced to zero, provided however, for purposes of this Section 6.1.B(ii) each Partner's Adjusted Capital Account balance shall not include the portion of such Capital Account attributable to Capital Contributions made by such Partner, if any, with respect to the Series A Preferred Units or the Series Z Preferred Units;
(iii) third, to the Partners who are holders of the Series Z Preferred Units, pro rata, in proportion to the portion of their Adjusted Capital Account balance attributable to the Series Z Preferred Units, until the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(iii) has reduced such portion of their Adjusted Capital Account balance to zero;
(iv) fourth, to the Partners who are holders of the Series A Preferred Units, pro rata, in proportion to the portion of their Adjusted Capital Account balance attributable to the Series A Preferred Units, until the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(iv) has reduced such portion of their Adjusted Capital Account balance to zero;
(v) fifth, to the General Partner until the General Partner's negative Adjusted Capital Account balance is equal to the excess, if any, of the aggregate recourse liabilities of the Partnership over the aggregate amount of recourse Partnership debt with respect to which any Limited Partner has agreed to reimburse the Partnership pursuant to this Agreement or any binding written agreement in connection with a contribution of property to the Partnership or otherwise (with respect to each such Limited Partner, the "Reimbursement Amount" and with respect to all such Limited Partners, the "Aggregate Reimbursement Amount");
(vi) sixth, to the Limited Partners who have agreed to reimburse the Partnership with respect to any amount of recourse debt referred to in (v) above, in proportion to each such Limited Partner's Reimbursement Amount until the aggregate amount allocated pursuant to this 6.1.B(vi) is equal to the Aggregate Reimbursement Amount; and
(vii) thereafter, all Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated to the General Partner.
C. For purposes of Regulations Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective interests in Partnership profits, as determined by the General Partner in its reasonable discretion after taking into account all relevent facts and circumstances.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Gables Realty Limited Partnership), Limited Partnership Agreement (Gables Residential Trust)
Allocations for Capital Account Purposes. (i) For purposes each taxable year or other period, after taking into account all contributions and distributions during such taxable year or other period, and after making the allocations set forth in Sections 8.6A(iii) through 8.6A(viii), Profits or Losses shall be allocated in a manner such that, after such allocations have been made, each Partner’s Capital Account is as nearly as possible equal to the difference of: (x) the amount that would be distributed to such Partner if (i) the Partnership sold all of maintaining its assets (other than cash and claims of the Capital Accounts and in determining the rights Partnership for contributions) for an amount of cash equal to their respective 704(b) Book Values (taking into account any adjustments thereto for such taxable year or other period), (ii) all unconditional obligations of the Partners among themselvesto contribute capital to the Partnership were collected in full, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. A. Subject to Section 6.2 and clause (iii) belowall Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the 704(b) Book Value of the assets securing such liability), and after reduction for the allocations described therein, Net Income shall be allocated (i) first, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years until the aggregate amount of Net Losses previously allocated to the Partners pursuant to such provisions of Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated (a) first to the holders remaining cash of the Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount Partnership was distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the Partners in accordance with their respective Percentage InterestsSections 8.2B(i)b. through 8.2B(i)f. and Section 8.3 of this Agreement (iii) Notwithstanding anything as determined giving effect to Section 8.1B of this Agreement and, if and to the contrary extent actually applicable in 6.1.A(isuch taxable year or other period, Section 8.4, Section 8.5 and Article Six of this Agreement); minus (y) the sum of such Partner’s share of “partnership minimum gain” (within the meaning of Regulations Section 1.704-2(b)(2)) and “partner nonrecourse debt minimum gain” (within the meaning of Regulations Section 1.704-2(i)(2)). Notwithstanding any other provision of this Agreement, neither Losses nor items of loss or deduction shall be allocated to a Partner for any taxable year or other period if and to the extent such allocations would result in such Partner having an Adjusted Capital Account Deficit as of the end of such taxable year or other period.
(ii) aboveFor purposes of this Agreement, except as provided below, items of gross income the following terms shall be allocated (a) first to have the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation of net income was not previously made pursuant to this Section 6.1.A(iii)(a), until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.following meanings:
Appears in 2 contracts
Samples: Agreement of Registered Limited Liability Limited Partnership (Jones Financial Companies LLLP), Agreement of Registered Limited Liability Limited Partnership (Jones Financial Companies LLLP)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. A. Subject .
(a) After giving effect to the special allocations set forth in Section 6.2 and clause (iii) below, and after reduction for the allocations described therein1 of Exhibit C attached hereto, Net Income shall be allocated to the Partners in the following order of priority:
(i) firstFirst, to the Partners that have been allocated Net Losses under Section 6.1(b)(iv), in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the Net Loss allocated to such Partner under Section 6.1(b)(iv), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(i).
(ii) Second, to the Partners that have been allocated Net Losses under Section 6.1(b)(iii), in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the Net Loss allocated to such Partner under Section 6.1(b)(iii), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(ii).
(iii) Third, to the Partners holding Series A Preferred Units, in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the sum of (x) the accrued preferred return payable with respect to such Partner’s Series A Preferred Units under Section 3C(i) of this Amendment (without regard to whether such return has actually been paid) plus (y) the amount of all Net Losses allocated to such Partner under Section 6.1(b)(ii), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(iii).
(iv) Fourth, to the Partners in accordance with their respective Percentage Interests.
(b) After giving effect to the same ratio special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in the following order of priority:
(i) First,pro rata based on Percentage Interests, (A) to holders of Common Units in proportion to their Percentage Interests associated with their Common Units until the portion of their Capital Accounts attributable to their Common Units is reduced to zero and reverse order as (B) to holders of LTIP Units in proportion to their Percentage Interests associated with their LTIP Units until the portion of their Capital Accounts attributable to their LTIP Units is reduced to zero;.
(ii) Second, to the Partners holding Series A Preferred Units, in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the amount of all Net Loss was Profits allocated to such Partners pursuant to Partner under Section 6.1.B(ii), 6.1(a)(iii) over (iii), B) the sum of (iv), (v), (vix) and (vii) for all fiscal years until the aggregate amount of all cash distributions to that Partner under Section 3C(i) of this Amendment, plus (y) the amount of all Net Losses previously allocated to the Partners pursuant to such provisions of Partner under this Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause 6.1(b)(ii).
(iiii) of Section 6.1.A; and (ii) thereafterThird, Net Income shall be allocated (a) first to the holders of the Series B A Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to and to the number extent of their positive Capital Account balances with respect to their Series B A Preferred Units owned by each such PartnerUnits.
(iv) Fourth, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the Partners in accordance with their respective Percentage Interests. (iii) Notwithstanding anything In no event shall Net Losses be allocated to a Limited Partner to the contrary extent such allocation would result in 6.1.A(isuch partner having an Adjusted Capital Account Deficit (as determined on a per Unit basis, taking into account the portion of the Limited Partner’s Adjusted Capital Account Deficit attributable to such Unit) and at the end of any taxable year in excess of the Adjusted Capital Account Deficit (iias determined on a per Unit basis, taking into account the portion of the Limited Partner’s Adjusted Capital Account Deficit attributable to such Unit) above, except as provided below, items of gross income any other Limited Partner. All such Net Losses shall be allocated (a) first to the General Partner and other Partners in accordance with the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation other provisions of net income was not previously made pursuant to this Section 6.1.A(iii)(a6.1(b), until the aggregate amount of income allocated pursuant to this clause .
(ac) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to Notwithstanding the provisions of Section 6.1.A(ii)(a6.1(a)(iv) and Section 6.1(b), but subject to Sections 6.1(a)(i), (ii) and (iii), any net capital gains (computed in accordance with Exhibit B) realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the General Partner and Carrying Value of Partnership assets under Section 704(b) of the Gables TrustCode, pro ratashall first be allocated to the LTIP Unitholders until the aggregate Economic Capital Account Balances of such LTIP Unitholders, in proportion to the extent attributable to their ownership of LTIP Units, are equal to the product of (i) the OP Unit Economic Balance, multiplied by (ii) the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periodssuch LTIP Unitholders’ LTIP Units.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (STAG Industrial, Inc.), Agreement of Limited Partnership (STAG Industrial, Inc.)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. .
A. Subject After taking into account the provisions of Section 6.1.B below and subject to the special allocations set forth in Section 6.2 and clause (iii) below, and after reduction for the allocations described therein1 of Exhibit C attached hereto, Net Income shall be allocated allocated:
(i1) firstFirst, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (viSections 6.1.B(2) and (vii3) for all fiscal years until the aggregate amount allocated to such Partners pursuant to such provisions of Section 6.1.B equals the aggregate amount allocated pursuant to this Section 6.1.A(1); and
(2) Thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in the following order:
(1) First, in the same ratio and reverse order as Net Income was allocated to the Partners pursuant to the provisions of Section 6.1.A(2) for all fiscal years until the aggregate amount of Net Losses Income previously allocated to the such Partners pursuant to such provisions of Section 6.1.B equal 6.1.A(2) equals the aggregate amount of Net Income Loss allocated to such Partners pursuant to this clause Section 6.1.B(1);
(i2) of Section 6.1.A; and (ii) thereafterSecond, Net Income shall be allocated (a) first to the holders of the Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the Partners in accordance with their respective Percentage Interests. (iii) Notwithstanding anything to the contrary in 6.1.A(i) and (ii) above, except as provided below, items of gross income shall be allocated (a) first to the General Partner and the Gables Trust, pro rataPartners, in proportion to the aggregate amount distributed their Percentage Interests until each Partner’s Adjusted Capital Account balance has been reduced to each such Partner pursuant to Section 5.1(a)(izero;
(3) with respect to which an allocation of net income was not previously made pursuant to this Section 6.1.A(iii)(a)Third, until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed 100% to the General Partner and the Gables Trust pursuant Partner.
C. The allocation provisions set forth in this Section 6.1 shall be adjusted as necessary to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject give effect to the provisions of Section 6.1.A(ii)(a) 5.2.B.
D. In the event that the Partnership issues additional Partnership Interests pursuant to Article 4 hereof, the General Partner and shall make such revisions to this Section 6.1 as it determines are necessary to reflect the Gables Trustterms of the issuance of such additional Partnership Interests, pro rataincluding making preferential allocations to certain classes of Partnership Interests. Such revisions shall not require the consent or approval of any other Partner.
E. If any amounts are required to be deducted from, in proportion to or are not included in, the number Capital Account of Series Z Preferred Units the Company (or any direct or indirect wholly-owned by each, until Subsidiary of the aggregate amount of income allocated Company) pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to Section 7.4.E, the General Partner and may make such special allocations as it determines are necessary or appropriate so that, to the Gables Trust maximum extent possible, the Capital Account of each Partner equals the Capital Account it would have had if (i) the adjustments pursuant to clause Section 7.4.E had not been made and (ii) the expenses, fees or other costs giving rise to such adjustments were properly treated for purposes of the Treasury Regulations under Code Section 5.1(a704(b) for all fiscal periodsas expenses, fees or other costs of the Partnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (DiamondRock Hospitality Co), Limited Partnership Agreement (DiamondRock Hospitality Co)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. .
A. Subject to Section 6.2 and clause (iii) below, and after reduction for the allocations described therein, Net Income shall be allocated allocated
(i) first, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years until the aggregate amount of Net Losses previously allocated to the Partners pursuant to such provisions of Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause (i) of Section 6.1.A; and and
(ii) thereafter, Net Income shall be allocated allocated
(a) first to the holders of the Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and and
(b) the remainder to the Partners in accordance with their respective Percentage Interests. .
(iii) Notwithstanding anything to the contrary in 6.1.A(i) and (ii) above, except as provided below, items of gross income shall be allocated allocated
(a) first to the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation of net income was not previously made pursuant to this Section 6.1.A(iii)(a), until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and and
(b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated
(i) first, to the Partners in the same ratio and reverse order as Net Income was allocated to such Partners pursuant to Section 6.1.A(ii)(b) for all fiscal years until the aggregate amount of Net Income previously allocated to such Partners pursuant to Section 6.1.A(ii)(b) equals the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(i);
(ii) second, to the Partners, pro rata, in proportion to their Adjusted Capital Account balance until their Adjusted Capital Account balance has been reduced to zero, provided however, for purposes of this Section 6.1.B(ii) each Partner's Adjusted Capital Account balance shall not include the portion of such Capital Account attributable to Capital Contributions made by such Partner, if any, with respect to the Series A Preferred Units, Series B Preferred Units or the Series Z Preferred Units;
(iii) third, to the Partners who are holders of the Series Z Preferred Units, pro rata, in proportion to the portion of their Adjusted Capital Account balance attributable to the Series Z Preferred Units, until the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(iii) has reduced such portion of their Adjusted Capital Account balance to zero;
(iv) fourth, to the Partners who are holders of the Series A Preferred Units or Series B Preferred Units pro rata, in proportion to the portion of their Adjusted Capital Account balance attributable to the Series A Preferred Units and Series B Preferred Units, until the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(iv) has reduced such portion of their Adjusted Capital Account balance to zero;
(v) fifth, to the General Partner until the General Partner's negative Adjusted Capital Account balance is equal to the excess, if any, of the aggregate recourse liabilities of the Partnership over the aggregate amount of recourse Partnership debt with respect to which any Limited Partner has agreed to reimburse the Partnership pursuant to this Agreement or any binding written agreement in connection with a contribution of property to the Partnership or otherwise (with respect to each such Limited Partner, the "Reimbursement Amount" and with respect to all such Limited Partners, the "Aggregate Reimbursement Amount");
(vi) sixth, to the Limited Partners who have agreed to reimburse the Partnership with respect to any amount of recourse debt referred to in (v) above, in proportion to each such Limited Partner's Reimbursement Amount until the aggregate amount allocated pursuant to this 6.1.B(vi) is equal to the Aggregate Reimbursement Amount; and
(vii) thereafter, all Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated to the General Partner.
C. For purposes of Regulations Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective interests in Partnership profits, as determined by the General Partner in its reasonable discretion after taking into account all relevant facts and circumstances.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Gables Realty Limited Partnership), Limited Partnership Agreement (Gables Residential Trust)
Allocations for Capital Account Purposes. For purposes (a) After giving effect to the special allocations set forth in Section 1 of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Income for each taxable year or other allocation period shall be allocated among to the Partners Partners’ Capital Accounts in each taxable year the following order of priority:
(or portion thereof1) as provided herein below. A. Subject to Section 6.2 and clause (iii) below, and after reduction for the allocations described therein, Net Income shall be allocated (i) firstFirst, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years General Partner until the aggregate amount of cumulative Net Losses previously Income allocated to the Partners pursuant General Partner under this Section 6.1(a)(1) equals the cumulative Net Loss allocated to such provisions the General Partner under Section 6.1(b)(3);
(2) Second, to the holders of Section 6.1.B equal Series A Preferred Units until the aggregate amount of cumulative Net Income allocated to such Partners pursuant holders under this Section 6.1(a)(2) equals the cumulative Net Loss allocated to this clause such holders under Section 6.1(b)(2) (i) pro rata in accordance with the excess of Section 6.1.A; and (ii) thereafter, such Net Loss over such Net Income shall be allocated for each such holder);
(a3) first Third, to the holders of Common Units and LTIP Units until the cumulative Net Income allocated to such holders under this Section 6.1(a)(3) equals the cumulative Net Loss allocated to such holders under Section 6.1(b)(1) (pro rata in accordance with the excess of such Net Loss over such Net Income for each such holder);
(4) Fourth, 100% to the holders of Series B A Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to accordance with their respective Percentage Interests in the number of Series B A Preferred Units owned by each such PartnerUnits, until the aggregate amount of income cumulative Net Income allocated to such holders under this Section 6.1(a)(4) is equal to the excess of (x) the cumulative amount of distributions such holders have received with respect the Series A Preferred Units (other than distributions of Liquidation Preference as defined in Annex B to the Agreement) for all Partnership Years or other applicable periods or to the date of redemption, to the extent such Series A Preferred Units are redeemed during such period, over (y) the cumulative Net Income allocated to such holders with respect to the Series A Preferred Units, pursuant to this clause (aSection 6.1(a)(4) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal prior Partnership Years or other applicable periods; and and
(b5) the remainder Thereafter, to the Partners holders of Common Units and LTIP Units pro rata in accordance with their respective Percentage Interests.
(b) After giving effect to the special allocations set forth in Section 1 of Exhibit B attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Loss for each taxable year or other allocation period shall be allocated to the Partners’ Capital Accounts in the following order of priority.
(1) First, to the holders of Common Units and LTIP Units with positive balances in their Economic Capital Account Balances attributable to the Common Units and LTIP Units in accordance with such balances until their Economic Capital Account Balances attributable to the Common Units and LTIP Units are reduced to zero;
(2) Second, to the holders of Series A Preferred Units until the Adjusted Capital Account of such holders in respect of its Series A Preferred Units is reduced to zero; and
(3) Thereafter, to the General Partner. For purposes of determining allocations of Net Loss pursuant to Section 6.1(b)(1), a holder of a Profits LTIP Unit shall be treated as having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain and Partner Minimum Gain shall be maintained, for each tranche of Profits LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units or Capital LTIP Units, if applicable, and the Economic Capital Account Balance of each holder of Common Units or Capital LTIP Units shall not include any Economic Capital Account Balance attributable to other series or classes of Partnership Units.
(iiic) It is the intention of the parties hereunder that the aggregate Capital Account balance of any holder of Series A Preferred Units in respect of its Series A Preferred Units at any date shall not exceed the amount of the original Capital Contributions made in respect of its Series A Preferred Units plus all accrued and unpaid distributions thereon, whether or not declared, to the extent not previously distributed. Notwithstanding anything to the contrary contained herein, in 6.1.A(i) connection with the liquidation of the Partnership or the interest of a holder of Series A Preferred Units, and (ii) above, except as provided belowprior to making any other allocations of Net Income or Net Loss, items of gross income and gain or deduction and loss shall first be allocated (a) first to the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each holder of Series A Preferred Units in respect of its Series A Preferred Units in such Partner pursuant amounts as is required to Section 5.1(a)(i) cause the Adjusted Capital Account of such holders with respect to which an allocation such Series A Preferred Units (taking into account any amounts such Partner is obligated to contribute to the capital of net income was not previously made the Partnership or is deemed obligated to contribute pursuant to this Regulations Section 6.1.A(iii)(a1.704-1(b)(2)(ii)(c)(2), until ) to equal the aggregate amount such holder is entitled to receive in respect of income allocated its Series A Preferred Units pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner Sections 6 and the Gables Trust, pro rata, in proportion to the number 7 of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.Annex B.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Vinebrook Homes Trust, Inc.), Limited Partnership Agreement (Nexpoint Diversified Real Estate Trust)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselvesAccounts, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereofB) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. herein.
A. Subject to Section 6.2 and clause (iii) belowto, and after reduction for giving effect to, the special allocations described thereinset forth in Section 1 of Exhibit C, Net Income for each taxable year shall be allocated to and among the Partners in the following order and priority:
(i1) first, to the Limited Partners (in proportion to their respective Percentage Interests) in an amount equal to the same ratio and reverse order as excess, if any, of (a) the cumulative Net Loss was allocated to such the Limited Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (viSections 6.1B(2) and 6.1B(3) hereof for all prior fiscal years, over (viib) the cumulative Net Income allocated pursuant to this Section 6.1A(1) for all prior fiscal years;
(2) second, to the Limited Partners (in proportion to their respective Percentage Interests) in an amount equal to the excess of (a) the cumulative amount of distributions for such fiscal year and all prior fiscal years until the aggregate amount of Net Losses previously allocated to the Partners made pursuant to such provisions of Section 6.1.B equal Sections 5.1A(1) and 5.1A(2), over (b) the aggregate cumulative amount of Net Income allocated to such Partners pursuant to this clause Section 6.1A(2) for all prior fiscal years;
(i3) the balance, if any, to the General Partner.
B. Subject to, and after giving effect to, the special allocations set forth in Section 1 of Exhibit C, Net Loss shall be allocated to and among the Partners in the following order and priority:
(1) first, to the General Partner until its Adjusted Capital Account balance is equal to zero;
(2) second, to the Limited Partners (in proportion to their respective Percentage Interests) until the Adjusted Capital Account balance of each Limited Partner is equal to zero;
(3) the balance, if any, among the Partners in proportion to their respective Percentage Interests.
C. Subject to, and after giving effect to, the special allocations set forth in Section 6.1.A; 1 of Exhibit C, upon the occurrence of a Liquidating Event all Net Income and Net Loss (iior items thereof) thereaftershall thereafter be allocated (after taking into account all allocations of Net Income and Net Loss and all distributions for all prior periods, but before taking into account distributions of proceeds under Section 5.1B) in accordance with the following principles:
(1) Net Income (or items thereof) shall be allocated to Partners with deficit Capital Account balances (in proportion to such balances) until no Partner shall have a deficit Capital Account balance;
(2) allocations of Net Income shall be allocated (amade under Sections 6.1A(1) first to and 6.1A(2) for the holders portion of the Series B Preferred Units, other than fiscal year preceding the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause Liquidating Event;
(a3) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause Net Income (ior items thereof) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the Partners in accordance with their respective Percentage Interests. (iii) Notwithstanding anything to the contrary in 6.1.A(i) and (ii) above, except as provided below, items of gross income shall be allocated (a) first among the Partners so as to reduce, proportionately, the General Partner differences between their respective Capital Account balances and the Gables Trust, pro rata, in proportion to the aggregate amount which will actually be distributed to each such Partner pursuant to Section 5.1(a)(i5.1B hereof;
(4) with respect Net Loss (or items thereof) shall be allocated among the Partners so as to reduce, proportionately, the differences between their respective Capital Account balances and the amount which an allocation of net income was not previously made will actually be distributed to each such Partner pursuant to this Section 6.1.A(iii)(a), until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods5.1B hereof.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Hre Properties), Limited Partnership Agreement (Countryside Square Lp)
Allocations for Capital Account Purposes. For purposes (a) After giving effect to the special allocations set forth in Section 1 of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Income for each taxable year or other allocation period shall be allocated among to the Partners Partners’ Capital Accounts in each taxable year the following order of priority:
(or portion thereof1) as provided herein below. A. Subject to Section 6.2 and clause (iii) below, and after reduction for the allocations described therein, Net Income shall be allocated (i) firstFirst, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years General Partner until the aggregate amount of cumulative Net Losses previously Income allocated to the Partners pursuant General Partner under this Section 6.1(a)(1) equals the cumulative Net Loss allocated to such provisions the General Partner under Section 6.1(b)(3);
(2) Second, to the holders of Section 6.1.B equal Series A Preferred Units until the aggregate amount of cumulative Net Income allocated to such Partners pursuant holders under this Section 6.1(a)(2) equals the cumulative Net Loss allocated to this clause such holders under Section 6.1(b)(2) (i) pro rata in accordance with the excess of Section 6.1.A; and (ii) thereafter, such Net Loss over such Net Income shall be allocated for each such holder);
(a3) first Third, to the holders of Common Units and LTIP Units until the cumulative Net Income allocated to such holders under this Section 6.1(a)(3) equals the cumulative Net Loss allocated to such holders under Section 6.1(b)(1) (pro rata in accordance with the excess of such Net Loss over such Net Income for each such holder);
(4) Fourth, 100% to the holders of Series B A Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to accordance with their respective Percentage Interests in the number of Series B A Preferred Units owned by each such PartnerUnits, until the aggregate amount of income cumulative Net Income allocated to such holders under this Section 6.1(a)(4) is equal to the excess of (x) the cumulative amount of distributions such holders have received with respect the Series A Preferred Units (other than distributions of Base Liquidation Preference) for all Partnership Years or other applicable periods or to the date of redemption, to the extent such Series A Preferred Units are redeemed during such period, over (y) the cumulative Net Income allocated to such holders with respect to the Series A Preferred Units, pursuant to this clause (aSection 6.1(a)(4) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal prior Partnership Years or other applicable periods; and and
(b5) the remainder Thereafter, to the Partners holders of Common Units and LTIP Units pro rata in accordance with their respective Percentage Interests.
(b) After giving effect to the special allocations set forth in Section 1 of Exhibit B attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Loss for each taxable year or other allocation period shall be allocated to the Partners’ Capital Accounts in the following order of priority.
(1) First, to the holders of Common Units and LTIP Units with positive balances in their Economic Capital Account Balances attributable to the Common Units and LTIP Units in accordance with such balances until their Economic Capital Account Balances attributable to the Common Units and LTIP Units are reduced to zero;
(2) Second, to the holders of Series A Preferred Units until the Adjusted Capital Account of such holders in respect of its Series A Preferred Units is reduced to zero; and
(3) Thereafter, to the General Partner. For purposes of determining allocations of Net Loss pursuant to Section 6.1(b)(1), a holder of a Profits LTIP Unit shall be treated as having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain and Partner Minimum Gain shall be maintained, for each tranche of Profits LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units or Capital LTIP Units, if applicable, and the Economic Capital Account Balance of each holder of Common Units or Capital LTIP Units shall not include any Economic Capital Account Balance attributable to other series or classes of Partnership Units.
(iiic) It is the intention of the parties hereunder that the aggregate Capital Account balance of any holder of Series A Preferred Units in respect of its Series A Preferred Units at any date shall not exceed the amount of the original Capital Contributions made in respect of its Series A Preferred Units plus all accrued and unpaid distributions thereon, whether or not declared, to the extent not previously distributed. Notwithstanding anything to the contrary contained herein, in 6.1.A(i) connection with the liquidation of the Partnership or the interest of a holder of Series A Preferred Units, and (ii) above, except as provided belowprior to making any other allocations of Net Income or Net Loss, items of gross income and gain or deduction and loss shall first be allocated (a) first to the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each holder of Series A Preferred Units in respect of its Series A Preferred Units in such Partner pursuant amounts as is required to Section 5.1(a)(i) cause the Adjusted Capital Account of such holders with respect to which an allocation such Series A Preferred Units to equal the amount such holder is entitled to receive in respect of net income was not previously made its Series A Preferred Units pursuant to this Section 6.1.A(iii)(a), until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner Sections 6 and the Gables Trust, pro rata, in proportion to the number 7 of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.Annex B.
Appears in 1 contract
Samples: Limited Partnership Agreement (Vinebrook Homes Trust, Inc.)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. .
A. Subject to After taking into account the provisions of Section 6.2 and clause (iii) 6.01.B below, and after reduction for the allocations described therein, Net Income shall be allocated allocated
(i) firstFirst, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii6.01.C(ii), (iii), (iv), (v), (vi) and (viivi) for all fiscal years until the aggregate amount of Net Losses previously allocated to the such Partners pursuant to such provisions of Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated (a) first to the holders of the Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods 6.01.C equals the aggregate amount distributed to such Partners allocated pursuant to clause this Section 6.01.A(i);
(iii) of Section 5.1(a) for all fiscal periods; and (b) the remainder Thereafter, to the Partners in accordance with their respective Percentage Interests. .
(iiii) Notwithstanding anything to the contrary in 6.1.A(i) and (ii) provisions of Section 6.01.A above, except as provided below, items of gross income shall first be allocated to the holders of each class of Preferred Units, (a) first on a class by class basis (1) in the order of priority in which each such class is entitled to receive distributions pursuant to the General provisions of Section 5.01 and/or the Certificate of Designations attached hereto and (2) in an amount equal to the aggregate distributions made to each such class of Preferred Units pursuant to the provisions of Section 5.01 and/or the Certificates of Designations attached hereto (other than distributions properly treated as return of capital), and (b) within each such class of Preferred Units in proportion to the distributions with respect to such class referred to in clause (2) above received by each holder of Preferred Units (other than distributions properly treated as return of capital).
(ii) In the event of the redemption of any Common Units that have been converted from Preferred Units (“Converted Units”) pursuant to Section 8.06.A or in the event of a liquidation of the Partnership (or a Partner’s interest therein, who is a holder of any such Converted Units), there shall be a special allocation of Net Income (or items of gross income if there is insufficient Net Income) to the Partner who holds such Converted Units being redeemed or liquidated and with respect to such Converted Units in an amount such that the Gables TrustAdjusted Capital Account balance allocable to each such Converted Unit is equal to the Adjusted Capital Account balance allocable to each other Common Unit (other than any Converted Unit not being redeemed at such time). This Section 6.01.B(ii) shall not apply if the Company exercises its right to purchase such Converted Units pursuant to Section 8.06.B. However, this Section 6.01.B(ii) shall apply if the Company or any other transferee of a Converted Unit subsequently has such Converted Unit redeemed or liquidated by the Partnership.
C. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in the following order:
(i) First, in the same ratio as Net Income was allocated to the Partners pursuant to Section 6.01.A(ii) for all Taxable Periods until the aggregate amount allocated to such Partners pursuant to this Section 6.01.C(i) equals the aggregate amount allocated to such Partners pursuant to Section 6.01.A(ii);
(ii) Second, in proportion to their Percentage Interests until each Partner’s Modified Adjusted Capital Account balance has been reduced to zero, excluding, for this purpose, the portion of any such Capital Account attributable to Capital Contributions made with respect to Preferred Units;
(iii) Third, to the holders of each class of Preferred Units, on a class by class basis, in the reverse priority in which each such class is entitled to distributions pursuant to the provisions of Section 5.01.A and/or the Certificate of Designations attached hereto, and within such class to each holder of such class of Preferred Units, pro rata, in proportion to the aggregate amount distributed portion of their Modified Adjusted Capital Account balance attributable to each Capital Contributions made with respect to such class of Preferred Units until such portion of their Modified Adjusted Capital Account balance has been reduced to zero; and
(iv) Fourth, 100% to the General Partner.
D. The Partners agree that Nonrecourse Liabilities of the Partnership shall be allocated among the Partners in accordance with the provisions of Regulations Section 1.752-3, as modified by any guidance published by the Internal Revenue Service, or otherwise reasonably interpreted.
E. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. In the event that the Partnership issues additional Partnership Interests to the General Partner, or any Limited Partner pursuant to Section 5.1(a)(i) with respect to which an allocation of net income was not previously made pursuant Article 4 hereof, the General Partner shall make such revisions to this Section 6.1.A(iii)(a)6.01 as it determines are necessary to reflect the terms of the issuance of such additional Partnership Interests, until including making preferential allocations to certain classes of Partnership Interests. Such revisions shall not require the aggregate amount consent or approval of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periodsany other Partner.
Appears in 1 contract
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. .
A. Subject After giving effect to the special allocations set forth in Section 6.2 and clause (iii) below, and after reduction for the allocations described therein1 of Exhibit C attached hereto, Net Income shall be allocated to the Partners in the following order of priority:
(1) First, to the General Partner to the extent of the excess, if any, of (A) the cumulative Net Losses allocated to the General Partner under Section 6.1B(9) for all prior fiscal years, over (B) the cumulative Net Income allocated to the General Partner under this Section 6.1A(1) for all prior fiscal years;
(2) Second, to the Limited Partners who have been allocated Net Losses under Section 6.1B(8) in any prior fiscal years, in proportion to and to the extent of the excess, if any, of (A) the cumulative Net Losses allocated to each such Limited Partner under Section 6.1B(8) for all prior fiscal years, over (B) the cumulative Net Income allocated to such Limited Partner under this Section 6.1A(2) for all prior fiscal years;
(3) Third, to the General Partner to the extent of the excess, if any, of (A) the cumulative Net Losses allocated to the General Partner under Section 6.1B(7) for all prior fiscal years, over (B) the cumulative Net Income allocated to the General Partner under this Section 6.1A(3) for all prior fiscal years;
(4) Fourth, to the General Partner and Gables Trust, in proportion to and to the extent of the excess, if any, of (A) the cumulative Net Losses, if any, allocated to the General Partner and Gables Trust under Section 6.1B(6) for all prior fiscal years, over (B) the cumulative Net Income allocated to the General Partner and Gables Trust under this Section 6.1A(4) for all prior fiscal years;
(5) Fifth, to the General Partner and Gables Trust, until the cumulative Net Income allocated to each such Partner under this Section 6.1A(5) equals the cumulative distributions to such Partners under Section 5.1A(1) for the current and all prior fiscal years;
(6) Sixth, to the Class A Common LPs, in proportion to and to the extent of the excess, if any, of (A) the cumulative Net Losses, if any, allocated to each Class A Common LP under Section 6.1B(5) for all prior fiscal years, over (B) the cumulative Net Income allocated to such Class A Common LP under this Section 6.1A(6) for all prior fiscal years;
(7) Seventh, to the General Partner and Gables Trust, in proportion to and to the extent of the excess, if any, of (A) the cumulative Net Losses, if any, allocated to the General Partner and Gables Trust under Section 6.1B(4) for all prior fiscal years, over (B) the cumulative Net Income allocated to the General Partner and Gables Trust under this Section 6.1A(7) for all prior fiscal years;
(8) Eighth, to the Partners who are holders of the Series Z Preferred Units, in proportion to and to the extent of the excess, if any, of (A) the cumulative Net Losses, if any, allocated to such Partners under Section 6.1B(3) for all prior fiscal years, over (B) the cumulative Net Income allocated to such Partners under this Section 6.1A(8) for all prior fiscal years;
(9) Ninth, to the Partners, in proportion to and to the extent of the excess, if any, of (A) the cumulative Net Losses, if any, allocated to each Partner under Section 6.1B(2) for all prior fiscal years, over (B) the cumulative Net Income allocated to such Partner under this Section 6.1A(9) for all prior fiscal years;
(10) Thereafter, all remaining Net Income shall be tentatively allocated among the Partners in accordance with their respective Percentage Interests. Then, each Class A Common LP’s tentative share of such Net Income shall be further allocated between such Class A Common LP, on the one hand, and the Promote Partner, on the other hand, as follows:
(i) first, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii)Class A Common LP, (iii), (iv), (v), (vi) and (vii) for all fiscal years until the aggregate amount of Net Losses previously allocated to the Partners pursuant to such provisions of Section 6.1.B equal the aggregate amount of cumulative Net Income allocated to the Class A Common LP under this Section 6.1A(10)(i) for the current and all prior fiscal years (net of any prior allocations of Net Losses allocated to such Partners pursuant Class A Common LP under Section 6.1.B(1)(iii) for all prior fiscal years) equals the 8% preferred return credited to this clause (i) such Class A Common LP’s Preferred Return Account through the end of Section 6.1.A; and the current fiscal year);
(ii) thereaftersecond, 50% to the Promote Partner and 50% to the Class A Common LP, until the Promote Partner has been allocated Net Income shall be allocated under this Section 6.1A(10)(ii) for the current and all prior fiscal years equal to 20% of the sum of (a) first the cumulative allocations of Net Income made to the holders of the Series B Preferred Units, other than the Gables Trust Class A Common LP under Section 6.1A(10)(i) and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (aSection 6.1A(10)(ii) for the current and all prior fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; years and (b) the remainder cumulative allocations of Net Income made to the Promote Partner under this Section 6.1A(10)(ii) for the current and all prior fiscal years; and
(iii) thereafter, 80% to the Class A Common LP and 20% to the Promote Partner.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated in the following order of priority:
(1) First, an amount of Net Losses not to exceed the First Tier Net Loss Amount as of the end of the current fiscal year shall be tentatively allocated to the Limited Partners in proportion to the excess of (a) the cumulative Net Income allocated to each Limited Partner under Section 6.1.A(10) for all prior fiscal years, over (b) the cumulative Net Losses allocated to such Limited Partner under this Section 6.1.B(1) for all prior fiscal years (disregarding in each case and for purposes of Section 6.1.B(1)(i)-(iii) any Net Income or Net Loss with respect to Partnership Units no longer outstanding that were disregarded in calculating the First Tier Net Loss Amount). Then, each Class A Common LP’s tentative share of such Net Losses shall be further allocated between such Class A Common LP, on the one hand, and the Promote Partner, on the other hand, in the following order of priority:
(i) first, 80% to the Class A Common LP and 20% to the Promote Partner, until the cumulative Net Loss allocated between the Class A Common LP and the Promote Partner under this Section 6.1.B(1)(i) for the current and all prior fiscal years is equal to the cumulative Net Income allocated among such Partners under Section 6.1A(10)(iii) for all prior fiscal years;
(ii) second, 50% to the Class A Common LP and 50% to the Promote Partner, until the cumulative Net Loss allocated between the Class A Common LP and the Promote Partner under this Section 6.1.B(1)(ii) for the current and all prior fiscal years is equal to the cumulative Net Income allocated among such Partners under Section 6.1.A(10)(ii) for all prior fiscal years;
(iii) third, to the Class A Common LP;
(2) Second, to the Partners in accordance with their respective Percentage Interests. (iii) Notwithstanding anything , until the balance in each Class A Common LP’s Adjusted Capital Account is equal to the contrary in 6.1.A(iRedemption Amount with respect to such Class A Common LP’s Class A Common Units; provided, that if such allocations are made after the expiration of the Redemption Right under Section 8.6 hereof, allocations under this Section 6.1B(2) and (ii) above, except as provided below, items of gross income shall be allocated (a) first to made in accordance with the Partners’ Percentage Interests until the balances in the Adjusted Capital Accounts of the General Partner and Gables Trust are equal to the Series C-1 Liquidation Preference and Series D Liquidation Preference of the Series C-1 Preferred Units and Series D Preferred Units held by the General Partner and Gables TrustTrust as of the end of the current fiscal year (and if such units are not outstanding as of such time, until the balance in the Adjusted Capital Account of each Partner equals zero);
(3) Third, to the Partners who are holders of the Series Z Preferred Units, pro rata, in proportion to the aggregate amount distributed portion of their Adjusted Capital Account balance attributable to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation of net income was not previously made pursuant to this Section 6.1.A(iii)(a)the Series Z Preferred Units, until the aggregate amount of income Net Loss allocated to such Partners pursuant to this clause Section 6.1.B(3) has reduced such portion of their Adjusted Capital Account balance to zero;
(a4) for all fiscal periods equals the aggregate amount distributed Fourth, to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, until the balances in proportion the Adjusted Capital Accounts of the General Partner and Gables Trust are equal to the number Series C-1 Liquidation Preference and Series D Liquidation Preference of the Series Z C-1 Preferred Units owned and Series D Preferred Units held by eachthe General Partner and Gables Trust as of the end of the current fiscal year (and if such units are not outstanding as of such time, until such balances equal zero);
(5) Fifth, to the Class A Common LPs, pro rata, until the aggregate amount of income allocated pursuant balance in each Class A Common LP’s Adjusted Capital Account is reduced to this clause zero;
(b6) for all fiscal periods equals the aggregate amount distributed Sixth, to the General Partner and Gables Trust, pro rata, until the balances in the Adjusted Capital Accounts of the General Partner and Gables Trust are reduced to zero;
(7) Seventh, to the General Partner until the General Partner’s negative Adjusted Capital Account balance is equal to the excess, if any, of the aggregate recourse liabilities of the Partnership over the aggregate amount of recourse Partnership debt with respect to which any Limited Partner has agreed to reimburse the Partnership pursuant to clause this Agreement or any binding written agreement in connection with a contribution of property to the Partnership or otherwise (with respect to each such Limited Partner, the “Reimbursement Amount” and with respect to all such Limited Partners, the “Aggregate Reimbursement Amount”);
(8) Eighth, to the Limited Partners who have agreed to reimburse the Partnership with respect to any amount of recourse debt referred to in (5) above, in proportion to each such Limited Partner’s Reimbursement Amount until the aggregate amount allocated pursuant to this 6.1.B(8) is equal to the Aggregate Reimbursement Amount; and
(9) Thereafter, all Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated to the General Partner.
C. For purposes of Regulations Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective interests in Partnership profits, as determined by the General Partner in its reasonable discretion after taking into account all relevant facts and circumstances. The General Partner shall use its good faith efforts to allocate such Nonrecourse Liabilities of the Partnership to Partners that have “negative tax capital accounts” in proportion to and to the extent of each such Partner’s respective negative tax capital account if the General Partner determines, in its sole and absolute discretion, that such allocation is in accordance with the Partners’ interests in Partnership profits or is otherwise allowable under Regulations Section 5.1(a1.752-3(a)(3) for all fiscal periodsand that such allocation does not adversely affect any other Partner.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 1 contract
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. .
A. Subject to After taking into account the provisions of Section 6.2 and clause (iii) 6.1.B below, and after reduction for the allocations described therein, Net Income shall be allocated allocated
(i) firstFirst, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii6.1.C(ii), (iii), (iv), (v), ) and (vi) for all fiscal years until the aggregate amount allocated to such Partners pursuant to such provisions of Section 6.1.C equals the aggregate amount allocated pursuant to this Section 6.1.A(i);
(ii) Thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. Notwithstanding the provisions of Section 6.1.A above, items of gross income shall first be allocated to the holders of each class of Preferred Units, (a) on a class by class basis (1) in the order of priority in which each such class is entitled to receive distributions pursuant to the provisions of Section 5.1 and/or the Certificate of Designations attached hereto and (vii2) in an amount equal to the aggregate distributions made to each such class of Preferred Units pursuant to the provisions of Section 5.1 or the Certificates of Designations attached hereto (other than distributions properly treated as return of capital), and (b) within each such class of Preferred Units in proportion to the distributions with respect to such class referred to in clause (2) above received by each holder of Preferred Units (other than distributions properly treated as return of capital).
C. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in the following order:
(i) First, in the same ratio and reverse order as Net Income was allocated to the Partners pursuant to the provisions of Section 6.1.A(ii) for all fiscal years until the aggregate amount of Net Losses Income previously allocated to the such Partners pursuant to such provisions of Section 6.1.B equal 6.1.A(ii) equals the aggregate amount of Net Income Loss allocated to such Partners pursuant to this clause (i) of Section 6.1.A; and 6.1.B(i);
(ii) thereafterSecond, Net Income shall be allocated to the Partners, in proportion to their Percentage Interests until each Partner's Modified Adjusted Capital Account balance has been reduced to zero, excluding, for this purpose, the portion of any such Capital Account attributable to Capital Contributions made with respect to Preferred Units;
(aiii) first Third, to the holders of the Series B each class of Preferred Units, other than on a class by class basis, in the Gables Trust and the General Partner, pro rata reverse priority in proportion which each such class is entitled to distributions pursuant to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) provisions of Section 5.1(a) for all fiscal periods; 5.1.A and/or the Certificate of Designations attached hereto, and (b) the remainder within such class to the Partners in accordance with their respective Percentage Interests. (iii) Notwithstanding anything to the contrary in 6.1.A(i) and (ii) above, except as provided below, items each bolder of gross income shall be allocated (a) first to the General Partner and the Gables Trustsuch class of Preferred Units, pro rata, in proportion to the aggregate amount distributed portion of their Modified Adjusted Capital Account balance attributable to each such Partner pursuant to Section 5.1(a)(i) Capital Contributions made with respect to which an allocation such class of net income was not previously made pursuant Preferred Units until such portion of their Modified Adjusted Capital Account balance has been reduced to this Section 6.1.A(iii)(a)zero;
(iv) Fourth, to the General Partner until the General Partner's negative Modified Adjusted Capital Account balance is equal to the excess, if any, of the aggregate recourse liabilities of the Partnership over the aggregate amount of income allocated pursuant recourse partnership debt (the "Recourse Debt Amount") set forth on the recourse debt level schedule attached hereto as Exhibit F, as appropriately amended from time to this clause time;
(av) for all fiscal periods equals the aggregate amount distributed Fifth, to the General Partner and Limited Partners listed on the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro ratarecourse debt level schedule attached hereto as Exhibit F, in proportion to the number of Series Z Preferred Units owned by eacheach such Limited Partner's Limited Partner Recourse Debt Percentage, until the aggregate amount sum of income allocated pursuant to this clause (b) for all fiscal periods such Limited Partners' negative Modified Adjusted Capital Account balances equals the aggregate amount distributed Recourse Debt Amount; and
(vi) Sixth, 100% to the General Partner and Partner.
D. The Partners agree that Nonrecourse Liabilities of the Gables Trust Partnership shall be allocated among the Partners in accordance with the provisions of Regulations Section 1.752-3, as modified by any guidance published by the Internal Revenue Service, or otherwise reasonably interpreted.
E. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to clause (ii) Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. In the event that the Partnership issues additional Partnership Interests to the General Partner, or any Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.1(a) for all fiscal periods6.1 as it determines are necessary to reflect the terms of the issuance of such additional Partnership Interests, including making preferential allocations to certain classes of Partnership Interests.
Appears in 1 contract
Samples: Limited Partnership Agreement (CNL Hospitality Properties Inc)
Allocations for Capital Account Purposes. For purposes of ---------------------------------------- maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereofSection 3.1(b)) shall be allocated among the Partners in each taxable year (or portion thereof) Allocation Year as provided herein below. A. Subject to Section 6.2 and clause hereinbelow.
(iiia) below, and after reduction for the allocations described therein, Net Income for each Allocation Year shall be allocated as follows:
(i) first, to the Partners General Partner in an amount equal to the same ratio and reverse order as remainder, if any, of (x) the sum of (A) the cumulative Net Loss was allocated to such Partners the General Partner pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii4.1(b)(vi) for all fiscal years until prior Allocation Years plus (B) the aggregate cumulative losses and deductions allocated to the General Partner pursuant to Sections 4.1(c)(x)(D), 4.1(c)(xi)(D), 4.1(c)(xii)(B)(IV), 4.1(c)(xiii)(C) and 4.1(c)(xiv)(C) for the current and all prior Allocation Years, minus (y) the cumulative amount of Net Losses previously Income allocated to the Partners General Partner under this Section 4.1(a)(i) for all prior Allocation Years;
(ii) second, the remainder, if any, to the Class A Limited Partners, in proportion to and to the extent of an amount equal to the remainder, if any, of (x) the sum of (A) the cumulative Net Loss allocated to each such Class A Limited Partner pursuant to Section 4.1(b)(v) for all prior Allocation Years plus (B) the cumulative losses and deductions allocated to each such provisions of Section 6.1.B equal Class A Limited Partner pursuant to Sections 4.1(c)(x)(C), 4.1(c)(xi)(C) and 4.1(c)(xii)(B)(III) for the aggregate current and all prior Allocation Years, minus (y) the cumulative amount of Net Income allocated to such Partners pursuant to Class A Limited Partner under this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated (a) first to the holders of the Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a4.1(a)(ii) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the Partners in accordance with their respective Percentage Interests. prior Allocation Years;
(iii) Notwithstanding anything third, the remainder, if any, to the contrary in 6.1.A(i) and (ii) above, except as provided below, items of gross income shall be allocated (a) first to the General Partner and the Gables Trust, pro rataClass A Limited Partners, in proportion to and to the aggregate extent of an amount distributed equal to the remainder, if any, of (x) the Class A Limited Partner Cumulative Priority Return of each such Class A Limited Partner from the Closing Date to the last day of such Allocation Year, minus (y) the cumulative amount of Net Income that has been allocated to such Class A Limited Partner pursuant to, and in the following order of priority: (I) first, this Section 4.1(a)(iii), (II) second, Section 4.1(a)(vii), and (III) third, Section 4.1(a)(viii) for all prior Allocation Years, provided, however, the cumulative amount of Net Income referenced in immediately preceding clause (y) shall not exceed the amount of the Class A Limited Partner Cumulative Priority Return referenced in immediately preceding clause (x);
(iv) fourth, the remainder, if any, to the Class B Limited Partners, in proportion to and to the extent of an amount equal to the remainder, if any, of (x) the Class B Limited Partner Cumulative Priority Return of each such Class B Limited Partner from the Closing Date to the last day of such Allocation Year, minus (y) the cumulative amount of Net Income that has been allocated to such Class B Limited Partner pursuant to, and in the following order of priority: (I) first, this Section 4.1(a)(iv), (II) second, Section 4.1(a)(vii), and (III) third, Section 4.1(a)(viii) for all prior Allocation Years, provided, however, the cumulative amount of Net Income referenced in immediately preceding clause (y) shall not exceed the amount of the Class B Limited Partner Cumulative Priority Return referenced in immediately preceding clause (x);
(v) fifth, the remainder, if any, to the Class B Limited Partners, in proportion to and to the extent of an amount equal to the remainder, if any, of (x) the sum of (A) the cumulative Net Loss allocated to each such Partner pursuant to Section 5.1(a)(i4.1(b)(iv) with respect for all prior Allocation Years plus (B) the cumulative losses and deductions allocated to which an allocation each such Class B Limited Partner pursuant to Sections 4.1(c)(x)(B), 4.1(c)(xi)(B), 4.1(c)(xii)(B)(II), 4.1(c)(xiii)(B) and 4.1(c)(xiv)(B) for the current and prior Allocation Years, minus (y) the cumulative amount of net income was not previously made Net Income that has been allocated to such Partner pursuant to this Section 6.1.A(iii)(a4.1(a)(v) for all prior Allocation Years;
(vi) sixth, the remainder, if any, to the General Partner, the Class A Limited Partners and the Class B Limited Partners in proportion to, and to the extent of, an amount equal to the remainder, if any, of (x) the sum of (A) the cumulative Net Loss allocated to each such Partner pursuant to Section 4.1(b)(iii) for all prior Allocation Years plus (B) the cumulative losses and deductions allocated to each such Partner pursuant to Sections 4.1(c)(x)(A), until 4.1(c)(xi)(A), 4.1(c)(xii)(B)(I), 4.1(c)(xiii)(A) and 4.1(c)(xiv)(A) for the aggregate current and all prior Allocation Years, minus (y) the cumulative amount of income Net Income that has been allocated to such Partner pursuant to this clause Section 4.1(a)(vi) for all prior Allocation Years;
(vii) seventh, the remainder, if any, to (A) the Class A Limited Partners, in proportion to each such Partner's Common Capital balance as of the beginning of such Allocation Year, in an amount equal to the remainder, if any, of (x) the product of 5% times the Adjusted Band Amount, minus (y) the excess of (I) the cumulative amount of Net Income that has been allocated to such Class A Limited Partner pursuant to this Section 4.1(a)(vii) for all prior Allocation Years and that has not been treated as allocated to the Class A Limited Partner pursuant to Section 4.1(a)(iii) in any Allocation Year, over (II) the cumulative amount of Net Loss that has been allocated to the Class A Limited Partner pursuant to Section 4.1(b)(ii) for all prior Allocation Years, and (B) the General Partner and Class B Limited Partners (x) in an aggregate amount equal to the remainder, if any of (I) the product of 95% times the Adjusted Band Amount, minus (II) the excess of (a) the cumulative amount of Net Income that has been allocated to the Class B Limited Partners pursuant to this Section 4.1(a)(vii) for all fiscal periods equals prior Allocation Years and that has not been treated as allocated to the Class B Limited Partners pursuant to Section 4.1(a)(iv) in any Allocation Year, over (b) the cumulative amount of Net Loss that has been allocated to the Class B Limited Partners pursuant to Section 4.1(b)(ii) for all prior Allocation Years, and (y) such aggregate amount distributed shall be allocated among the General Partners and the Class B Limited Partners in the following manner:
(I) first, to the Class B Limited Partners in proportion to, and to the extent of, the excess of (a) the cumulative amount of Net Income allocated to each Class B Limited Partner pursuant to Sections 4.1(a)(vii) and 4.1(a)(viii) for all prior Allocation Years that has been treated as allocated to such Class B Limited Partner pursuant to Section 4.1(a)(iv)(y)(II) or 4.1(a)(iv)(y)(III) in any Allocation Year, over (b) the cumulative amount of Net Income allocated to such Class B Limited Partner pursuant to this Section 4.1(a)(viii)(B)(y)(I), and
(II) second, to the General Partner and the Gables Trust pursuant Class B Limited Partners in proportion to clause their relative Common Capital balances after making the allocations in subclause (I) above.
(viii) eighth, the remainder, if any, (x) first, to the Class A Limited Partners, in proportion to each such Partner's Common Capital balance as of the beginning of such Allocation Year, in an amount equal to the remainder, if any, of (I) the product of (A) 1% times (B) the remainder, if any, of (a) the aggregate Net Income of the Partnership for the current and all Prior Allocation Years, minus (b) the sum of the Class A Limited Partner Cumulative Priority Return of each Class A Limited Partner plus the Class B Limited Partner Cumulative Priority Return of each Class B Limited Partner from the Closing Date to the last day of such Allocation Year, minus (c) the Adjusted Band Amount, minus (II) the excess of (i) the cumulative amount of Net Income that has been allocated to such Class A Limited Partner pursuant to this Section 5.1(a4.1(a)(viii) for all fiscal periodsprior Allocation Years and that has not been treated as allocated to the Class A Limited Partner pursuant to Section 4.1(a)(iii) in any Allocation Year, over (ii) the cumulative amount of Net Loss that has been allocated to the Class A Limited Partner pursuant to Section 4.1(b)(i) for all prior Allocation Years, and (by) second, subject to the provisions of Section 6.1.A(ii)(a) balance, if any, shall be allocated to the General Partner and the Gables Trust, pro rataClass B Limited Partners, in proportion to their relative Common Capital as of the number beginning of Series Z Preferred Units owned by eachsuch Allocation Year.
(b) Net Loss for each Allocation Year shall be allocated as follows:
(i) first, to the General Partner, the Class A Limited Partners and the Class B Limited Partners in proportion to, and to the extent of, an amount equal to the remainder, if any, of (x) the cumulative amount of Net Income allocated to each such Partner pursuant to Section 4.1(a)(viii) for all prior Allocation Years and that has not been treated as allocated to such Partner pursuant to Sections 4.1(a)(iii) or 4.1(a)(iv) for any prior Allocation Year, as the case may be, minus (y) the cumulative amount of Net Loss allocated to such Partner under this Section 4.1(b)(i) for all prior Allocation Years, provided, however, that Net Loss allocated to any Partner for any Allocation Year pursuant to this Section 4.1(b)(i) shall not exceed an amount equal to the positive balance of such Partner's Capital Account and, if the allocation of Net Loss to any Partner is limited as set forth in this proviso, then the Net Loss that would otherwise be allocated to such Partner shall instead be added to the Net Loss available to be allocated to the other Partners pursuant to this Section 4.1(b)(i) (including pursuant to this proviso such that in no event shall a Partner be allocated Net Losses pursuant to this Section 4.1(b)(i) in excess of the positive Capital Account balance of such Partner);
(ii) second, to the General Partner, the Class A Limited Partners and the Class B Limited Partners in proportion to, and to the extent of, an amount equal to the remainder, if any, of (x) the cumulative amount of Net Income allocated to each such Partner pursuant to Section 4.1(a)(vii) for all prior Allocation Years and that has not been treated as allocated to such Partner pursuant to Sections 4.1(a)(iii) or 4.1(a)(iv) for any prior Allocation Year, as the case may be, minus (y) the cumulative amount of Net Loss allocated to such Partner under this Section 4.1(b)(ii) for all prior Allocation Years, provided, however, that Net Loss allocated to any Partner for any Allocation Year pursuant to this Section 4.1(b)(ii) shall not exceed an amount equal to the positive balance of such Partner's Capital Account and, if the allocation of Net Loss to any Partner is limited as set forth in this proviso, then the Net Loss that would otherwise be allocated to such Partner shall instead be added to the Net Loss available to be allocated to the other Partners pursuant to this Section 4.1(b)(ii) (including pursuant to this proviso such that in no event shall a Partner be allocated Net Losses pursuant to this Section 4.1(b)(ii) in excess of the positive Capital Account balance of such Partner);
(iii) third, to the General Partner, the Class A Limited Partners and the Class B Limited Partners, in proportion to, and to the extent of, the amount of each such Partner's Common Capital as of the beginning of the Allocation Year, until the aggregate amount Common Capital of income each such Partner has been reduced to zero;
(iv) fourth, to the Class B Limited Partners, in proportion to, and to the extent of, the positive balances of their Capital Accounts;
(v) fifth, to the Class A Limited Partners in proportion to, and to the extent of, the positive balances of their Capital Accounts; and
(vi) sixth, all remaining Net Losses shall be allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner.
(c) Notwithstanding any other provisions of this Agreement, the special allocations described below shall be made for each Allocation Year in the following priority:
(i) If there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the Gables Trust pursuant to clause manner and amounts provided in Treasury Regulation Section 1.704-2(f)(6), (ii) of Section 5.1(a) for all fiscal periods.g)(2), and (j)
Appears in 1 contract
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. A. Subject .
(a) After giving effect to the special allocations set forth in Section 6.2 and clause (iii) below, and after reduction for the allocations described therein1 of Exhibit C attached hereto, Net Income shall be allocated to the Partners in the following order of priority:
(i) firstFirst, to the Partners that have been allocated Net Losses under Section 6.1(b)(iv), in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the Net Loss allocated to such Partner under Section 6.1(b)(iv), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(i).
(ii) Second, to the Partners that have been allocated Net Losses under Section 6.1(b)(iii), in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the Net Loss allocated to such Partner under Section 6.1(b)(iii), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(ii).
(iii) Third, to the Partners holding Series A Preferred Units, Series B Preferred Units and Series C Preferred Units, in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the sum of (x) the accrued preferred return payable with respect to such Partner’s Series A Preferred Units under Section 2C(i) of the First Amendment to the Partnership Agreement, dated as of November 2, 2011 (the “First Amendment”), Series B Preferred Units under Section 2C(i) of the Second Amendment to the Partnership Agreement, dated as of April 16, 2013 (the “Second Amendment”) and Series C Preferred Units under Section 2C(i) of this Amendment (without regard to whether such return has actually been paid) plus (y) the amount of all Net Losses allocated to such Partner under Section 6.1(b)(ii), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(iii).
(iv) Fourth, to the Partners in accordance with their respective Percentage Interests.
(b) After giving effect to the same ratio special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in the following order of priority:
(i) First, pro rata based on Percentage Interests, (A) to holders of Common Units in proportion to their Percentage Interests associated with their Common Units until the portion of their Capital Accounts attributable to their Common Units is reduced to zero and reverse order as (B) to holders of LTIP Units in proportion to their Percentage Interests associated with their LTIP Units until the portion of their Capital Accounts attributable to their LTIP Units is reduced to zero;.
(ii) Second, to the Partners holding Series A Preferred Units, Series B Preferred Units and Series C Preferred Units, in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the amount of all Net Loss was Profits allocated to such Partners pursuant to Partner under Section 6.1.B(ii), 6.1(a)(iii) over (iii), B) the sum of (iv), (v), (vix) and (vii) for all fiscal years until the aggregate amount of all cash distributions to that Partner under Section 2C(i) of the First Amendment, Section 2C(i) of the Second Amendment, or Section 2C(i) of this Amendment, as applicable, plus (y) the amount of all Net Losses previously allocated to the Partners pursuant to such provisions of Partner under this Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause 6.1(b)(ii).
(iiii) of Section 6.1.A; and (ii) thereafterThird, Net Income shall be allocated (a) first to the holders of the Series B A Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partnerand Series C Preferred Units, until in proportion to and to the aggregate amount extent of income allocated their positive Capital Account balances with respect to such holders pursuant to this clause their Series A Preferred Units, Series B Preferred Units and Series C Preferred Units.
(aiv) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder Fourth, to the Partners in accordance with their respective Percentage Interests. (iii) Notwithstanding anything In no event shall Net Losses be allocated to a Limited Partner to the contrary extent such allocation would result in 6.1.A(isuch partner having an Adjusted Capital Account Deficit (as determined on a per Unit basis, taking into account the portion of the Limited Partner’s Adjusted Capital Account Deficit attributable to such Unit) and at the end of any taxable year in excess of the Adjusted Capital Account Deficit (iias determined on a per Unit basis, taking into account the portion of the Limited Partner’s Adjusted Capital Account Deficit attributable to such Unit) above, except as provided below, items of gross income any other Limited Partner. All such Net Losses shall be allocated (a) first to the General Partner and other Partners in accordance with the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation other provisions of net income was not previously made pursuant to this Section 6.1.A(iii)(a6.1(b), until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.
Appears in 1 contract
Samples: Agreement of Limited Partnership (STAG Industrial, Inc.)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. .
A. Subject to After taking into account the provisions of Section 6.2 and clause (iii) 6.1.B below, and after reduction for the allocations described therein, Net Income shall be allocated allocated
(i1) firstFirst, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(iiSections 6.1.C(2), (iii3), and (iv4) for all fiscal years until the aggregate amount allocated to such Partners pursuant to such provisions of Section 6.1.C equals the aggregate amount allocated pursuant to this Section 6.1.A(1); and
(2) Thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. Notwithstanding the provisions of Section 6.1.A above, items of gross income shall first be allocated to the holders of each class of Preferred Units, (a) on a class by class basis (1) in the order of priority in which each such class is entitled to receive distributions pursuant to the provisions of Section 5.1 and/or the applicable Certificate of Designations and (2) in an amount equal to the aggregate distributions made to each such class of Preferred Units pursuant to the provisions of Section 5.1 and/or the applicable Certificate of Designations (other than distributions properly treated as return of capital), (v), (vi) and (viib) within each such class of Preferred Units in proportion to the distributions with respect to such class referred to in clause (a)(2) above received by each holder of Preferred Units (other than distributions properly treated as return of capital).
C. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in the following order:
(1) First, in the same ratio and reverse order as Net Income was allocated to the Partners pursuant to the provisions of Section 6.1.A(2) for all fiscal years until the aggregate amount of Net Losses Income previously allocated to the such Partners pursuant to such provisions of Section 6.1.B equal 6.1.A(2) equals the aggregate amount of Net Income Loss allocated to such Partners pursuant to this clause Section 6.1.C(1);
(i2) Second, to the Partners, in proportion to their Percentage Interests until each Partner’s Adjusted Capital Account balance has been reduced to zero, excluding, for this purpose, the portion of Section 6.1.A; and any such Capital Account attributable to Capital Contributions made with respect to Preferred Units;
(ii3) thereafterThird, Net Income shall be allocated (a) first to the holders of the Series B each class of Preferred Units, other than on a class by class basis, in the Gables Trust and the General Partner, pro rata reverse priority in proportion which each such class is entitled to distributions pursuant to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) provisions of Section 5.1(a) for all fiscal periods; 5.1 and/or the applicable Certificate of Designations attached hereto, and (b) the remainder within such class to the Partners in accordance with their respective Percentage Interests. (iii) Notwithstanding anything to the contrary in 6.1.A(i) and (ii) above, except as provided below, items each holder of gross income shall be allocated (a) first to the General Partner and the Gables Trustsuch class of Preferred Units, pro rata, in proportion to the aggregate amount distributed portion of their Adjusted Capital Account balance attributable to each Capital Contributions made with respect to such class of Preferred Units until such portion of their Adjusted Capital Account balance has been reduced to zero; and
(4) Fourth, 100% to the General Partner.
D. The Partners agree that Nonrecourse Liabilities of the Partnership shall be allocated among the Partners in accordance with the provisions of Regulations Section 1.752-3, as modified by any guidance published by the IRS, or as otherwise reasonably interpreted.
E. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
F. In the event that the Partnership issues additional Partnership Interests to the General Partner, or any Additional Limited Partner pursuant to Section 5.1(a)(i) with respect to which an allocation of net income was not previously made pursuant Article 4 hereof, the General Partner shall make such revisions to this Section 6.1.A(iii)(a)6.1 as it determines are necessary to reflect the terms of the issuance of such additional Partnership Interests, until including making preferential allocations to certain classes of Partnership Interests. Such revisions shall not require the aggregate amount consent or approval of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periodsany other Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Catellus Development Corp)
Allocations for Capital Account Purposes. (i) For purposes of maintaining each taxable year or other period, after taking into account all contributions and distributions during such taxable year or other period, and after making the Capital Accounts and allocations set forth in determining the rights of the Partners among themselvesSections 8.6A(iii) through 8.6A(viii), the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) Profits or Losses shall be allocated among in a manner such that, after such allocations have been made, each Partner’s Capital Account is as nearly as possible equal to the Partners in each difference of: (x) the amount that would be distributed to such Partner if (i) the Partnership sold all of its assets (other than cash and claims of the Partnership for contributions) for an amount of cash equal to their respective 704(b) Book Values (taking into account any adjustments thereto for such taxable year or other period), (or portion thereofii) as provided herein below. A. Subject all unconditional obligations of the General Partners, Limited Partners and Subordinated Limited Partners to Section 6.2 and clause contribute capital to the Partnership were collected in full, (iii) belowall Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the 704(b) Book Value of the assets securing such liability), and after reduction for (iv) the allocations described therein, Net Income shall be allocated (i) first, remaining cash of the Partnership was distributed to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years until the aggregate amount of Net Losses previously allocated to the Partners pursuant to such provisions of Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause (i) of Section 6.1.A; and (ii) thereafter, Net Income shall be allocated (a) first to the holders of the Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the applicable Partners in accordance with their respective Percentage InterestsSections 8.2B(i)b. through 8.2B(i)f. and Section 8.3 of this Agreement (iii) Notwithstanding anything as determined giving effect to Section 8.1B of this Agreement and, if and to the contrary extent actually applicable in 6.1.A(isuch taxable year or other period, Section 8.4, Section 8.5 and Article Six of this Agreement); minus (y) the sum of such Partner’s share of “partnership minimum gain” (within the meaning of Regulations Section 1.704-2(b)(2)) and “partner nonrecourse debt minimum gain” (within the meaning of Regulations Section 1.704-2(i)(2)). Notwithstanding any other provision of this Agreement, neither Losses nor items of loss or deduction shall be allocated to a Partner for any taxable year or other period if and to the extent such allocations would result in such Partner having an Adjusted Capital Account Deficit as of the end of such taxable year or other period.
(ii) aboveFor purposes of this Agreement, except as provided below, items of gross income the following terms shall be allocated (a) first to have the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation of net income was not previously made pursuant to this Section 6.1.A(iii)(a), until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.following meanings:
Appears in 1 contract
Samples: Agreement of Registered Limited Liability Limited Partnership (Jones Financial Companies LLLP)
Allocations for Capital Account Purposes. For purposes (a) After giving effect to the special allocations set forth in Section 1 of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Income for each taxable year or other allocation period shall be allocated among to the Partners Partners’ Capital Accounts in each taxable year the following order of priority:
(or portion thereof1) as provided herein below. A. Subject to Section 6.2 and clause (iii) below, and after reduction for the allocations described therein, Net Income shall be allocated (i) firstFirst, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years General Partner until the aggregate amount of cumulative Net Losses previously Income allocated to the Partners pursuant General Partner under this Section 6.1(a)(1) equals the cumulative Net Loss allocated to such provisions the General Partner under Section 6.1(b)(3);
(2) Second, to the holders of Section 6.1.B equal Series A Preferred Units and Series B Preferred Units until the aggregate amount of cumulative Net Income allocated to such Partners pursuant holders under this Section 6.1(a)(2) equals the cumulative Net Loss allocated to this clause such holders under Section 6.1(b)(2) (i) pro rata in accordance with the excess of Section 6.1.A; and (ii) thereafter, such Net Loss over such Net Income shall be allocated for each such holder);
(a3) first Third, to the holders of Common Units and LTIP Units until the cumulative Net Income allocated to such holders under this Section 6.1(a)(3) equals the cumulative Net Loss allocated to such holders under Section 6.1(b)(1) (pro rata in accordance with the excess of such Net Loss over such Net Income for each such holder);
(4) Fourth, 100% to the holders of Series A Preferred Units and Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion accordance with their respective Percentage Interests in the Series A Preferred Units and Series B Preferred Units, until the cumulative Net Income allocated to such holders under this Section 6.1(a)(4) is equal to the number excess of (x) the cumulative amount of distributions such holders have received with respect the Series A Preferred Units and Series B Preferred Units owned by each (other than distributions of Base Liquidation Preference) for all Partnership Years or other applicable periods or to the date of redemption, to the extent such PartnerSeries A Preferred Units and Series B Preferred Units are redeemed during such period, until over (y) the aggregate amount of income cumulative Net Income allocated to such holders with respect to the Series A Preferred Units and Series B Preferred Units, pursuant to this clause (aSection 6.1(a)(4) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal prior Partnership Years or other applicable periods; and and
(b5) the remainder Thereafter, to the Partners holders of Common Units and LTIP Units pro rata in accordance with their respective Percentage Interests.
(b) After giving effect to the special allocations set forth in Section 1 of Exhibit B attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Loss for each taxable year or other allocation period shall be allocated to the Partners’ Capital Accounts in the following order of priority:
(1) First, to the holders of Common Units and LTIP Units with positive balances in their Economic Capital Account Balances attributable to the Common Units and LTIP Units in accordance with such balances until their Economic Capital Account Balances attributable to the Common Units and LTIP Units are reduced to zero;
(2) Second, to the holders of Series A Preferred Units and Series B Preferred Units, pro rata in accordance with their respective Percentage Interests in the Series A Preferred Units and Series B Preferred Units, until the Adjusted Capital Account of such holders in respect of its Series A Preferred Units and Series B Preferred Units is reduced to zero; and
(3) Thereafter, to the General Partner. For purposes of determining allocations of Net Loss pursuant to Section 6.1(b)(1), a holder of a Profits LTIP Unit shall be treated as having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain and Partner Minimum Gain shall be maintained, for each tranche of Profits LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units or Capital LTIP Units, if applicable, and the Economic Capital Account Balance of each holder of Common Units or Capital LTIP Units shall not include any Economic Capital Account Balance attributable to other series or classes of Partnership Units.
(iiic) It is the intention of the parties hereunder that the aggregate Capital Account balance of any holder of Series A Preferred Units or Series B Preferred Units in respect of its Series A Preferred Units or Series B Preferred Units at any date shall not exceed the amount of the original Capital Contributions made in respect of its Series A Preferred Units or Series B Preferred Units plus all accrued and unpaid distributions thereon, whether or not declared, to the extent not previously distributed. Notwithstanding anything to the contrary contained herein, in 6.1.A(i) connection with the liquidation of the Partnership or the interest of a holder of Series A Preferred Units or Series B Preferred Units, and (ii) above, except as provided belowprior to making any other allocations of Net Income or Net Loss, items of gross income and gain or deduction and loss shall first be allocated (a) first to the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each holder of Series A Preferred Units or Series B Preferred Units in respect of its Series A Preferred Units or Series B Preferred Units in such Partner pursuant amounts as is required to Section 5.1(a)(i) cause the Adjusted Capital Account of such holders with respect to which an allocation such Series A Preferred Units or Series B Preferred Units (taking into account any amounts such holder is obligated to contribute to the capital of net income was not previously made the Partnership or is deemed obligated to contribute pursuant to this Regulations Section 6.1.A(iii)(a1.704-1(b)(2)(ii)(c)(2), until ) to equal the aggregate amount such holder is entitled to receive in respect of income allocated its Series A Preferred Units or Series B Preferred Units pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner Sections 6 and the Gables Trust7 of Annex B and Annex C, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periodsas applicable.”
Appears in 1 contract
Samples: Limited Partnership Agreement (Vinebrook Homes Trust, Inc.)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. .
A. Subject to Section 6.2 and clause (iii) below, and after reduction for the allocations described therein, Net Income shall be allocated allocated
(i) first, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years until the aggregate amount of Net Losses previously allocated to the Partners pursuant to such provisions of Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause (i) of Section 6.1.A; and and
(ii) thereafter, Net Income shall be allocated allocated
(a) first to the holders of the Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and and
(b) the remainder to the Partners in accordance with their respective Percentage Interests. .
(iii) Notwithstanding anything to the contrary in 6.1.A(i) and (ii) above, except as provided below, items of gross income shall be allocated allocated
(a) first to the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation of net income was not previously made pursuant to this Section 6.1.A(iii)(a), until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and and
(b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated
(i) first, to the Partners in the same ratio and reverse order as Net Income was allocated to such Partners pursuant to Section 6.1.A(ii)(b) for all fiscal years until the aggregate amount of Net Income previously allocated to such Partners pursuant to Section 6.1.A(ii)(b) equals the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(i);
(ii) second, to the Partners, pro rata, in proportion to their Adjusted Capital Account balance until their Adjusted Capital Account balance has been reduced to zero, provided however, for purposes of this Section 6.1.B(ii) each Partner's Adjusted Capital Account balance shall not include the portion of such Capital Account attributable to Capital Contributions made by such Partner, if any, with respect to the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units or Series Z Preferred Units;
(iii) third, to the Partners who are holders of the Series Z Preferred Units, pro rata, in proportion to the portion of their Adjusted Capital Account balance attributable to the Series Z Preferred Units, until the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(iii) has reduced such portion of their Adjusted Capital Account balance to zero;
(iv) fourth, to the Partners who are holders of the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units or Series C-1 Preferred Units pro rata, in proportion to the portion of their Adjusted Capital Account balance attributable to the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units and Series C-1 Preferred Units until the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(iv) has reduced such portion of their Adjusted Capital Account balance to zero;
(v) fifth, to the General Partner until the General Partner's negative Adjusted Capital Account balance is equal to the excess, if any, of the aggregate recourse liabilities of the Partnership over the aggregate amount of recourse Partnership debt with respect to which any Limited Partner has agreed to reimburse the Partnership pursuant to this Agreement or any binding written agreement in connection with a contribution of property to the Partnership or otherwise (with respect to each such Limited Partner, the "Reimbursement Amount" and with respect to all such Limited Partners, the "Aggregate Reimbursement Amount");
(vi) sixth, to the Limited Partners who have agreed to reimburse the Partnership with respect to any amount of recourse debt referred to in (v) above, in proportion to each such Limited Partner's Reimbursement Amount until the aggregate amount allocated pursuant to this 6.1.B(vi) is equal to the Aggregate Reimbursement Amount; and
(vii) thereafter, all Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated to the General Partner.
C. For purposes of Regulations Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective interests in Partnership profits, as determined by the General Partner in its reasonable discretion after taking into account all relevant facts and circumstances.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 1 contract
Samples: Limited Partnership Agreement (Gables Realty Limited Partnership)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. .
A. Subject to Section 6.2 and clause (iii) below, and after reduction for the allocations described therein, Net Income shall be allocated allocated
(i) first, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years until the aggregate amount of Net Losses previously allocated to the Partners pursuant to such provisions of Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause (i) of Section 6.1.A; and and
(ii) thereafter, Net Income shall be allocated allocated
(a) first to the holders of the Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and and
(b) the remainder to the Partners in accordance with their respective Percentage Interests. .
(iii) Notwithstanding anything to the contrary in 6.1.A(i) and (ii) above, except as provided below, items of gross income shall be allocated allocated
(a) first to the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation of net income was not previously made pursuant to this Section 6.1.A(iii)(a), until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and and
(b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated
(i) first, to the Partners in the same ratio and reverse order as Net Income was allocated to such Partners pursuant to Section 6.1.A(ii)(b) for all fiscal years until the aggregate amount of Net Income previously allocated to such Partners pursuant to Section 6.1.A(ii)(b) equals the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(i);
(ii) second, to the Partners, pro rata, in proportion to their Adjusted Capital Account balance until their Adjusted Capital Account balance has been reduced to zero, provided however, for purposes of this Section 6.1.B(ii) each Partner's Adjusted Capital Account balance shall not include the portion of such Capital Account attributable to Capital Contributions made by such Partner, if any, with respect to the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units, Series D Preferred Units or Series Z Preferred Units;
(iii) third, to the Partners who are holders of the Series Z Preferred Units, pro rata, in proportion to the portion of their Adjusted Capital Account balance attributable to the Series Z Preferred Units, until the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(iii) has reduced such portion of their Adjusted Capital Account balance to zero;
(iv) fourth, to the Partners who are holders of the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units pro rata, in proportion to the portion of their Adjusted Capital Account balance attributable to the Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units and Series D Preferred Units until the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1.B(iv) has reduced such portion of their Adjusted Capital Account balance to zero;
(v) fifth, to the General Partner until the General Partner's negative Adjusted Capital Account balance is equal to the excess, if any, of the aggregate recourse liabilities of the Partnership over the aggregate amount of recourse Partnership debt with respect to which any Limited Partner has agreed to reimburse the Partnership pursuant to this Agreement or any binding written agreement in connection with a contribution of property to the Partnership or otherwise (with respect to each such Limited Partner, the "Reimbursement Amount" and with respect to all such Limited Partners, the "Aggregate Reimbursement Amount");
(vi) sixth, to the Limited Partners who have agreed to reimburse the Partnership with respect to any amount of recourse debt referred to in (v) above, in proportion to each such Limited Partner's Reimbursement Amount until the aggregate amount allocated pursuant to this 6.1.B(vi) is equal to the Aggregate Reimbursement Amount; and
(vii) thereafter, all Net Losses in excess of the limitations set forth in this Section 6.1.B shall be allocated to the General Partner.
C. For purposes of Regulations Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective interests in Partnership profits, as determined by the General Partner in its reasonable discretion after taking into account all relevant facts and circumstances.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 1 contract
Samples: Limited Partnership Agreement (Gables Realty Limited Partnership)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners Members among themselves, the PartnershipCompany's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners Members in each taxable year (or portion thereof) as provided herein below. .
A. Subject After giving effect to the special allocations set forth in Section 6.2 and clause (iii) below, and after reduction for the allocations described therein1 of Exhibit C attached hereto, Net Income shall be allocated (i) first, to the Partners in Managing Member to the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years until the aggregate amount of extent that Net Losses previously allocated to the Partners Managing Member pursuant to such provisions clause (iii) of Section 6.1.B equal the aggregate amount of 6.1.B. exceed Net Income previously allocated to such Partners the Managing Member pursuant to this clause (i) of Section 6.1.A; and (ii) thereaftersecond, Net Income shall be allocated (a) first to the holders of Series A Preferred Units and to the holders of other Preferred Units that are pari passu with Series B A Preferred Units, other than to the Gables Trust and the General Partnerextent that Net Losses previously allocated to such holders pursuant to clause (ii) of Section 6.1.B. exceed Net Income previously allocated to them pursuant to this clause (ii) of Section 6.1.A., pro rata in proportion accordance with the amounts necessary to reverse such previous allocations of Net Losses; (iii) third, to the number holders of Series B A Preferred Units owned by each such Partnerand to the holders of other Preferred Units that are pari passu with Series A Preferred Units, until the aggregate amount of income Net Income allocated to such holders pursuant to this clause (aiii) for all fiscal periods of Section 6.1.A. from the inception of the term of the Company to each such holder equals the aggregate amount distributed to such Partners holder pursuant to clause (i) of Section 5.1(a) or the corresponding provisions of the supplement or amendment to the Agreement governing such other Preferred Units, from the inception of the term of the Company, pro rata in accordance with the amounts necessary to fully allocate to each such holder the maximum amount allocable to such holder for all fiscal periods; such year (or other period) under this clause (iii), and (biv) the remainder thereafter, to the Partners Members in accordance with their respective Percentage Interests. .
B. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated (i) first, to the Members in accordance with their respective Percentage Interests, until each Member's Adjusted Capital Account balance has been reduced to zero, excluding, for this purpose, the portion of any such Adjusted Capital Account balance attributable to Preferred Units; (ii) second, to the holders of Series A Preferred Units and to the holders of other Preferred Units that are pari passu with Series A Preferred Units, pro rata in accordance with their Adjusted Capital Account balances, until their Adjusted Capital Account balances have been reduced to zero; and (iii) Notwithstanding anything thereafter, 100% to the contrary Managing Member.
C. With respect to allocations for the year in 6.1.A(iwhich the Series A Preferred Units are issued, before giving effect to the allocations set forth in paragraphs A, B and D of this Section 6.1, there shall be a one-time special allocation of an amount of Net Income to the holders of Series A Preferred Units in an amount per Series A Preferred Unit equal to the difference between (i) $1,000 and (ii) above, except as provided below, items the amount of gross income shall be allocated (a) first cash contributed to the General Partner and Company by the Gables Trust, pro rata, holder of such Series A Preferred Unit in proportion to the aggregate amount distributed to each exchange for such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation of net income was not previously made pursuant to this Section 6.1.A(iii)(a), until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z A Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periodsUnit.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Reckson Operating Partnership Lp)
Allocations for Capital Account Purposes. For purposes A. After giving effect to the special allocations set forth in Section 1 of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Income for each taxable year or other allocation period shall be allocated among to the Partners Partners’ Capital Accounts in each taxable year the following order of priority:
(or portion thereof1) as provided herein below. A. Subject to Section 6.2 and clause (iii) below, and after reduction for the allocations described therein, Net Income shall be allocated (i) firstFirst, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years General Partner until the aggregate amount of cumulative Net Losses previously Income allocated to the Partners pursuant General Partner under this Section 6.1(A)(1) equals the cumulative Net Loss allocated to such provisions the General Partner under Section 6.1(B)(3);
(2) Second, to the holders of Section 6.1.B equal Series A Preferred Units until the aggregate amount of cumulative Net Income allocated to such Partners holders under this Section 6.1(A)(2) equals the cumulative Net Loss allocated to such holders under Section 6.1(B)(2) (pro rata in accordance with the excess of such Net Loss over such Net Income for each such holder);
(3) Third, to the holders of Common Units and LTIP Units until the cumulative Net Income allocated to such holders under this Section 6.1(A)(3) equals the cumulative Net Loss allocated to such holders under Section 6.1(B)(1) (pro rata in accordance with the excess of such Net Loss over such Net Income for each such holder);
(4) Fourth, 100% to the holders of Series A Preferred Units, pro rata in accordance with their respective Percentage Interests in the Series A Preferred Units, until the cumulative Net Income allocated to such holders under this Section 6.1(A)(4) is equal to the excess of (x) the cumulative amount of distributions such holders have received with respect the Series A Preferred Units (other than distributions of Base Liquidation Preference) for all Partnership Years or other applicable period or to the date of redemption, to the extent such Series A Preferred Units are redeemed during such period, over (y) the cumulative Net Income allocated to such holders with respect to the Series A Preferred Units, pursuant to this clause Section 6.1(A)(4) for all prior Partnership Years or other applicable periods; and
(i5) Thereafter, to the holders of Common Units and LTIP Units pro rata in accordance with their respective Percentage Interests in the Common Units.
B. After giving effect to the special allocations set forth in Section 6.1.A; 1 of Exhibit B attached hereto for the applicable taxable year or other allocation period, and (ii) thereaftersubject to Section 4 of Exhibit A attached hereto, Net Income Loss for each taxable year or other allocation period shall be allocated to the Partners’ Capital Accounts in the following order of priority:
(a1) first First, to the holders of Common Units and LTIP Units with positive balances in their Economic Capital Account Balances attributable to the Common Units and LTIP Units in accordance with such balances until the Economic Capital Account Balances attributable to the Common Units and LTIP Units are reduced to zero;
(2) Second, to the holders of the Series B A Preferred UnitsUnits until the Adjusted Capital Account of such holders is reduced to zero; and
(3) Thereafter, other than the Gables Trust and to the General Partner. For purposes of determining allocations of Net Loss pursuant to Section 6.1(B)(1), pro rata a holder of a Profits LTIP Unit shall be treated as having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain and Partner Minimum Gain shall be maintained, for each tranche of Profits LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units or Capital LTIP Units, if applicable, and the Economic Capital Account Balance of each holder of Common Units or Capital LTIP Units shall not include any Economic Capital Account Balance attributable to other series or classes of Partnership Units.
C. It is the intention of the parties hereunder that the aggregate Capital Account balance of any holder of Series A Preferred Units in proportion respect of its Series A Preferred Units at any date shall not exceed the amount of the original Capital Contributions made in respect of its Series A Preferred Units plus all accrued and unpaid distributions thereon, whether or not declared, to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the Partners in accordance with their respective Percentage Interestsextent not previously distributed. (iii) Notwithstanding anything to the contrary contained herein, in 6.1.A(i) connection with the liquidation of the Partnership or the interest of a holder of Series A Preferred Units, and (ii) above, except as provided belowprior to making any other allocations of Net Income or Net Loss, items of gross income and gain or deduction and loss shall first be allocated (a) first to the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each holder of Series A Preferred Units in respect of its Series A Preferred Units in such Partner pursuant amounts as is required to Section 5.1(a)(i) cause the Adjusted Capital Account of such holders with respect to which an allocation such Series A Preferred Units (taking into account any amounts such Partner is obligated to contribute to the capital of net income was not previously made the Partnership or is deemed obligated to contribute pursuant to this Regulations Section 6.1.A(iii)(a1.704-1(b)(2)(ii)(c)(2), until ) to equal the aggregate amount of income allocated such Partner is entitled to receive pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner Sections 6 and the Gables Trust, pro rata, in proportion to the number 7 of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.Annex B.
Appears in 1 contract
Samples: Limited Partnership Agreement (NexPoint Real Estate Finance, Inc.)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. A. Subject .
(a) After giving effect to the special allocations set forth in Section 6.2 and clause (iii) below, and after reduction for the allocations described therein1 of Exhibit C attached hereto, Net Income shall be allocated to the Partners in the following order of priority:
(i) firstFirst, to the Partners that have been allocated Net Losses pursuant to the last sentence of Section 6.1(b), in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the Net Loss allocated to such Partner under the last sentence of Section 6.1(b), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(i); and then, to the Partners that have been allocated Net Losses pursuant to Section 6.1(b)(iv), in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the Net Loss allocated to such Partner under Section 6.1(b)(iv), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(i);
(ii) Second, to the Partners that have been allocated Net Losses under Section 6.1(b)(iii), in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the Net Loss allocated to such Partner under Section 6.1(b)(iii), over (B) all prior allocations of Net Income to such Partner under this Section 6.2(a)(ii);
(iii) Third, to the holders of Preferred Units, if any, in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the sum of (x) the accrued preferred return payable with respect to such Partner’s Preferred Units (without regard to whether such return has actually been paid) plus (y) the amount of all Net Losses allocated to such Partner under Section 6.1(b)(ii), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(iii); and
(iv) Fourth, to the Partners in accordance with their respective Percentage Interests.
(b) After giving effect to the same ratio special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in the following order of priority:
(i) First, pro rata based on Percentage Interests, (A) to holders of Common Units in proportion to their Percentage Interests associated with their Common Units until the portion of their Capital Accounts attributable to their Common Units is reduced to zero and reverse order as (B) to holders of LTIP Units in proportion to their Percentage Interests associated with their LTIP Units until the portion of their Capital Accounts attributable to their LTIP Units is reduced to zero;
(ii) Second, to the holders of Preferred Units, if any, in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the amount of all Net Loss was Income allocated to such Partners pursuant to Partner under Section 6.1.B(ii), 6.1(a)(iii) over (iii), B) the sum of (iv), (v), (vix) and (vii) for all fiscal years until the aggregate amount of all cash distributions to that Partner in respect of such Preferred Units, plus (y) the amount of all Net Losses previously allocated to the Partners pursuant to such provisions of Partner under this Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause 6.1(b)(ii);
(iiii) of Section 6.1.A; and (ii) thereafterThird, Net Income shall be allocated (a) first to the holders of the Series B Preferred Units, other than the Gables Trust and the General Partnerif any, pro rata in proportion to and to the number extent of Series B their positive Capital Account balances with respect to their Preferred Units owned by each such PartnerUnits; and
(iv) Fourth, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the Partners in accordance with their respective Percentage Interests. (iii) Notwithstanding anything In no event shall Net Losses be allocated to a Limited Partner to the contrary extent such allocation would result in 6.1.A(isuch partner having an Adjusted Capital Account Deficit (as determined on a per Unit basis, taking into account the portion of the Limited Partner’s Adjusted Capital Account Deficit attributable to such Unit) and at the end of any taxable year in excess of the Adjusted Capital Account Deficit (iias determined on a per Unit basis, taking into account the portion of the Limited Partner’s Adjusted Capital Account Deficit attributable to such Unit) above, except as provided below, items of gross income any other Limited Partner. All such Net Losses shall be allocated (a) first to the General Partner and other Partners in accordance with the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation other provisions of net income was not previously made pursuant to this Section 6.1.A(iii)(a6.1(b), until .
(c) Notwithstanding the aggregate amount provisions of income allocated pursuant to this clause (aSections 6.1(a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) secondabove, subject any net capital gains (computed in accordance with Exhibit B) realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the provisions Carrying Value of Partnership assets under Section 6.1.A(ii)(a704(b) of the Code, shall first be allocated to the General Partner and LTIP Unitholders until the Gables Trustaggregate Economic Capital Account Balances of such LTIP Unitholders, pro ratato the extent attributable to their ownership of LTIP Units, in proportion are equal to the product of (i) the Common Unit Economic Balance, multiplied by (ii) the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periodssuch LTIP Unitholders’ LTIP Units.
Appears in 1 contract
Samples: Limited Partnership Agreement (STAG Industrial, Inc.)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. A. Subject .
(a) After giving effect to the special allocations set forth in Section 6.2 and clause (iii) below, and after reduction for the allocations described therein1 of Exhibit C attached hereto, Net Income shall be allocated to the Partners in the following order of priority:
(i) firstFirst, to the Partners that have been allocated Net Losses under Section 6.1(b)(iv), in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the Net Loss allocated to such Partner under Section 6.1(b)(iv), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(i).
(ii) Second, to the Partners that have been allocated Net Losses under Section 6.1(b)(iii), in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the Net Loss allocated to such Partner under Section 6.1(b)(iii), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(ii).
(iii) Third, to the Partners holding Series A Preferred Units and Series B Preferred Units, in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the sum of (x) the accrued preferred return payable with respect to such Partner’s Series A Preferred Units and Series B Preferred Units under Section 3C(i) of this Amendment (without regard to whether such return has actually been paid) plus (y) the amount of all Net Losses allocated to such Partner under Section 6.1(b)(ii), over (B) all prior allocations of Net Income to such Partner under this Section 6.1(a)(iii).
(iv) Fourth, to the Partners in accordance with their respective Percentage Interests.
(b) After giving effect to the same ratio special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in the following order of priority:
(i) First, pro rata based on Percentage Interests, (A) to holders of Common Units in proportion to their Percentage Interests associated with their Common Units until the portion of their Capital Accounts attributable to their Common Units is reduced to zero and reverse order as (B) to holders of LTIP Units in proportion to their Percentage Interests associated with their LTIP Units until the portion of their Capital Accounts attributable to their LTIP Units is reduced to zero;.
(ii) Second, to the Partners holding Series A Preferred Units and Series B Preferred Units, in proportion to and to the extent of the excess, in the case of each such Partner, of (A) the amount of all Net Loss was Profits allocated to such Partners pursuant to Partner under Section 6.1.B(ii), 6.1(a)(iii) over (iii), B) the sum of (iv), (v), (vix) and (vii) for all fiscal years until the aggregate amount of all cash distributions to that Partner under Section 3C(i) of this Amendment, plus (y) the amount of all Net Losses previously allocated to the Partners pursuant to such provisions of Partner under this Section 6.1.B equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause 6.1(b)(ii).
(iiii) of Section 6.1.A; and (ii) thereafterThird, Net Income shall be allocated (a) first to the holders of the Series A Preferred Units and Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to and to the number extent of their positive Capital Account balances with respect to their Series A Preferred Units and Series B Preferred Units owned by each such PartnerUnits.
(iv) Fourth, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the Partners in accordance with their respective Percentage Interests. (iii) Notwithstanding anything In no event shall Net Losses be allocated to a Limited Partner to the contrary extent such allocation would result in 6.1.A(isuch partner having an Adjusted Capital Account Deficit (as determined on a per Unit basis, taking into account the portion of the Limited Partner’s Adjusted Capital Account Deficit attributable to such Unit) and at the end of any taxable year in excess of the Adjusted Capital Account Deficit (iias determined on a per Unit basis, taking into account the portion of the Limited Partner’s Adjusted Capital Account Deficit attributable to such Unit) above, except as provided below, items of gross income any other Limited Partner. All such Net Losses shall be allocated (a) first to the General Partner and other Partners in accordance with the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation other provisions of net income was not previously made pursuant to this Section 6.1.A(iii)(a6.1(b), until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periods.
Appears in 1 contract
Samples: Agreement of Limited Partnership (STAG Industrial, Inc.)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereofattached hereto) --------- shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. .
A. Subject to Section 6.2 and clause (iii) below, and after reduction for the allocations described therein, Net Income shall be allocated allocated
(i) first, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi6.1B(ii) and (viiiii) hereof for all fiscal years until the aggregate amount of Net Losses previously allocated to the Partners pursuant to such provisions of Section 6.1.B 6.1B hereof equal the aggregate amount of Net Income allocated to such Partners pursuant to this clause (i) of Section 6.1.A6.1A; and and
(ii) thereafter, Net Income shall be allocated (a) first to the holders of the Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal periods; and (b) the remainder to the Partners in accordance with their respective Percentage Interests. .
(iii) Notwithstanding anything to the contrary in 6.1.A(i6.1A(i) and (ii) above, except as provided below, items of gross income shall be allocated allocated
(a) first to the General Partner and the Gables Trustholders of Series A Preferred Units, pro rata, in proportion to the aggregate amount distributed to each such Partner pursuant to Section 5.1(a)(i) with respect to which an allocation number of net income was not previously made pursuant to this Section 6.1.A(iii)(a)Series A Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust holders of Series A Preferred Units pursuant to clause (i) of Section 5.1(a) 5.1A hereof for all fiscal periods, and and
(b) second, subject to the provisions holders of Section 6.1.A(ii)(a) to the General Partner and the Gables TrustSeries B Preferred Units, pro rata, in proportion to the number of Series Z B Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust holders of Series B Preferred Units pursuant to clause (ii) of Section 5.1(a) 5.1A hereof for all fiscal periods.
(i) first, to the Partners in the same ratio and reverse order as Net Income was allocated to such Partners pursuant to Section 6.1A(ii) hereof for all fiscal years until the aggregate amount of Net Income previously allocated to such Partners pursuant to Section 6.1A(ii) hereof equals the aggregate amount of Net Loss allocated to such Partners pursuant to this Section 6.1B(i) hereof;
(ii) second, to the Partners, pro rata, in proportion to their Adjusted Capital Account balance until their Adjusted Capital Account balance has been reduced to zero, provided however, for purposes of this Section 6.1B(ii) hereof each Partner's Adjusted Capital Account balance shall not include the portion of such Capital Account attributable to the Series A Preferred Units or the Series B Preferred Units;
(iii) third, to the holders of the Series B Preferred Units, pro rata, in proportion to their portion of their Capital Account balance attributable to the Series B Preferred Units, until the aggregate amount of Net Loss allocated to such holders pursuant to this Section 6.1B(iii) hereof has reduced such portion of their Capital Account balance to zero;
(iv) fourth, to the holders of the Series A Preferred Units, pro rata, in proportion to their portion of their Capital Account balance attributable to the Series A Preferred Units, until the aggregate amount of Net Losses allocated to such holders pursuant to this Section 6.1B(iv) hereof has reduced such portion of their Capital Account balance to zero;
(v) fifth, to the Partners in accordance with their respective Percentage Interests; provided that Net Losses shall not be allocated to any Limited Partner to the extent such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit; and
(vi) thereafter, all Net Losses in excess of the limitations set forth in this Section 6.1B hereof shall be allocated to the General Partner.
C. For purposes of Regulations Section 1.752-3(a), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (i) the amount of Partnership Minimum Gain and (ii) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective interests in Partnership profits, as determined by the General Partner in its reasonable discretion after taking into account all relevant facts and circumstances.
D. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall to the extent possible, after taking into account other required allocations of gain pursuant to Exhibit C, be --------- characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.
Appears in 1 contract
Samples: Limited Partnership Agreement (Maryland Property Capital Trust Inc)
Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's ’s items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below. .
A. Subject to After taking into account the provisions of Section 6.2 and clause (iii) 6.1 .B below, and after reduction for the allocations described therein, Net Income shall be allocated allocated
(i) firstFirst, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii6.1.C(ii), (iii), (iv), (v), ) and (vi) for all fiscal years until the aggregate amount allocated to such Partners pursuant to such provisions of Section 6.1.C equals the aggregate amount allocated pursuant to this Section 6.1.A(i);
(ii) Thereafter, Net Income shall be allocated to the Partners in accordance with their respective Percentage Interests.
B. Notwithstanding the provisions of Section 6.1.A above, items of gross income shall first be allocated to the holders of each class of Preferred Units, (a) on a class by class basis (1) in the order of priority in which each such class is entitled to receive distributions pursuant to the provisions of Section 5.1 and/or the Certificate of Designations attached hereto and (vii2) in an amount equal to the aggregate distributions made to each such class of Preferred Units pursuant to the provisions of Section 5.1 or the Certificates of Designations attached hereto (other than distributions properly treated as return of capital), and (b) within each such class of Preferred Units in proportion to the distributions with respect to such class referred to in clause (2) above received by each holder of Preferred Units (other than distributions properly treated as return of capital).
C. After giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated to the Partners in the following order:
(i) First, in the same ratio and reverse order as Net Income was allocated to the Partners pursuant to the provisions of Section 6.1.A(ii) for all fiscal years until the aggregate amount of Net Losses Income previously allocated to the such Partners pursuant to such provisions of Section 6.1.B equal 6.1.A(ii) equals the aggregate amount of Net Income Loss allocated to such Partners pursuant to this clause (i) of Section 6.1.A; and 6.1.B(i);
(ii) thereafterSecond, Net Income shall be allocated to the Partners, in proportion to their Percentage Interests until each Partner’s Modified Adjusted Capital Account balance has been reduced to zero, excluding, for this purpose, the portion of any such Capital Account attributable to Capital Contributions made with respect to Preferred Units;
(aiii) first Third, to the holders of the Series B each class of Preferred Units, other than on a class by class basis, in the Gables Trust and the General Partner, pro rata reverse priority in proportion which each such class is entitled to distributions pursuant to the number of Series B Preferred Units owned by each such Partner, until the aggregate amount of income allocated to such holders pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) provisions of Section 5.1(a) for all fiscal periods; 5.1.A and/or the Certificate of Designations attached hereto, and (b) the remainder within such class to the Partners in accordance with their respective Percentage Interests. (iii) Notwithstanding anything to the contrary in 6.1.A(i) and (ii) above, except as provided below, items each bolder of gross income shall be allocated (a) first to the General Partner and the Gables Trustsuch class of Preferred Units, pro rata, in proportion to the aggregate amount distributed portion of their Modified Adjusted Capital Account balance attributable to each such Partner pursuant to Section 5.1(a)(i) Capital Contributions made with respect to which an allocation such class of net income was not previously made pursuant Preferred Units until such portion of their Modified Adjusted Capital Account balance has been reduced to this Section 6.1.A(iii)(a)zero;
(iv) Fourth, to the General Partner until the General Partner’s negative Modified Adjusted Capital Account balance is equal to the excess, if any, of the aggregate recourse liabilities of the Partnership over the aggregate amount of income allocated pursuant recourse partnership debt (the “Recourse Debt Amount”) set forth on the recourse debt level schedule attached hereto as Exhibit F, as appropriately amended from time to this clause time;
(av) for all fiscal periods equals the aggregate amount distributed Fifth, to the General Partner and Limited Partners listed on the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner and the Gables Trust, pro ratarecourse debt level schedule attached hereto as Exhibit F, in proportion to the number of Series Z Preferred Units owned by eacheach such Limited Partner’s Limited Partner Recourse Debt Percentage, until the aggregate amount sum of income allocated pursuant to this clause (b) for all fiscal periods such Limited Partners’ negative Modified Adjusted Capital Account balances equals the aggregate amount distributed Recourse Debt Amount; and
(vi) Sixth, 100% to the General Partner and Partner.
D. The Partners agree that Nonrecourse Liabilities of the Gables Trust Partnership shall be allocated among the Partners in accordance with the provisions of Regulations Section 1.752-3, as modified by any guidance published by the Internal Revenue Service, or otherwise reasonably interpreted.
E. Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to clause (ii) Exhibit C, be characterized as Recapture Income in the same proportions and to the same extent as such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. In the event that the Partnership issues additional Partnership Interests to the General Partner, or any Limited Partner pursuant to Article 4 hereof, the General Partner shall make such revisions to this Section 5.1(a) for all fiscal periods6.1 as it determines are necessary to reflect the terms of the issuance of such additional Partnership Interests, including making preferential allocations to certain classes of Partnership Interests.
Appears in 1 contract
Samples: Limited Partnership Agreement (CNL Income Mesa Del Sol, LLC)
Allocations for Capital Account Purposes. For purposes (a) After giving effect to the special allocations set forth in Section 1 of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership's items of income, gain, loss and deduction (computed in accordance with Exhibit B hereof) attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Income for each taxable year or other allocation period shall be allocated among to the Partners Partners’ Capital Accounts in each taxable year the following order of priority:
(or portion thereof1) as provided herein below. A. Subject to Section 6.2 and clause (iii) below, and after reduction for the allocations described therein, Net Income shall be allocated (i) firstFirst, to the Partners in the same ratio and reverse order as Net Loss was allocated to such Partners pursuant to Section 6.1.B(ii), (iii), (iv), (v), (vi) and (vii) for all fiscal years General Partner until the aggregate amount of cumulative Net Losses previously Income allocated to the Partners pursuant General Partner under this Section 6.1(a)(1) equals the cumulative Net Loss allocated to such provisions the General Partner under Section 6.1(b)(3);
(2) Second, to the holders of Section 6.1.B equal Series A Preferred Units and Series B Preferred Units until the aggregate amount of cumulative Net Income allocated to such Partners pursuant holders under this Section 6.1(a)(2) equals the cumulative Net Loss allocated to this clause such holders under Section 6.1(b)(2) (i) pro rata in accordance with the excess of Section 6.1.A; and (ii) thereafter, such Net Loss over such Net Income shall be allocated for each such holder);
(a3) first Third, to the holders of Common Units and LTIP Units until the cumulative Net Income allocated to such holders under this Section 6.1(a)(3) equals the cumulative Net Loss allocated to such holders under Section 6.1(b)(1) (pro rata in accordance with the excess of such Net Loss over such Net Income for each such holder);
(4) Fourth, 100% to the holders of Series A Preferred Units and Series B Preferred Units, other than the Gables Trust and the General Partner, pro rata in proportion accordance with their respective Percentage Interests in the Series A Preferred Units and Series B Preferred Units, until the cumulative Net Income allocated to such holders under this Section 6.1(a)(4) is equal to the number excess of (x) the cumulative amount of distributions such holders have received with respect the Series A Preferred Units and Series B Preferred Units owned by each (other than distributions of Base Liquidation Preference) for all Partnership Years or other applicable periods or to the date of redemption, to the extent such PartnerSeries A Preferred Units and Series B Preferred Units are redeemed during such period, until over (y) the aggregate amount of income cumulative Net Income allocated to such holders with respect to the Series A Preferred Units and Series B Preferred Units, pursuant to this clause (aSection 6.1(a)(4) for all fiscal periods equals the aggregate amount distributed to such Partners pursuant to clause (i) of Section 5.1(a) for all fiscal prior Partnership Years or other applicable periods; and and
(b5) the remainder Thereafter, to the Partners holders of Common Units and LTIP Units pro rata in accordance with their respective Percentage Interests.
(b) After giving effect to the special allocations set forth in Section 1 of Exhibit B attached hereto for the applicable taxable year or other allocation period, and subject to Section 4 of Exhibit A attached hereto, Net Loss for each taxable year or other allocation period shall be allocated to the Partners’ Capital Accounts in the following order of priority.
(1) First, to the holders of Common Units and LTIP Units with positive balances in their Economic Capital Account Balances attributable to the Common Units and LTIP Units in accordance with such balances until their Economic Capital Account Balances attributable to the Common Units and LTIP Units are reduced to zero;
(2) Second, to the holders of Series A Preferred Units and Series B Preferred Units, pro rata in accordance with their respective Partnership Interests in the Series A Preferred Units and the Series B Preferred Units, until the Adjusted Capital Account of such holders in respect of its Series A Preferred Units and Series B Preferred Units is reduced to zero; and
(3) Thereafter, to the General Partner. For purposes of determining allocations of Net Loss pursuant to Section 6.1(b)(1), a holder of a Profits LTIP Unit shall be treated as having a separate Economic Capital Account Balance, and for this purpose a separate Capital Account with an appropriate share of Partnership Minimum Gain and Partner Minimum Gain shall be maintained, for each tranche of Profits LTIP Units with a different issuance date that it holds and a separate Capital Account for its Common Units or Capital LTIP Units, if applicable, and the Economic Capital Account Balance of each holder of Common Units or Capital LTIP Units shall not include any Economic Capital Account Balance attributable to other series or classes of Partnership Units.
(iiic) It is the intention of the parties hereunder that the aggregate Capital Account balance of any holder of Series A Preferred Units or Series B Preferred Units in respect of its Series A Preferred Units or Series B Preferred Units at any date shall not exceed the amount of the original Capital Contributions made in respect of its Series A Preferred Units or Series B Preferred Units plus all accrued and unpaid distributions thereon, whether or not declared, to the extent not previously distributed. Notwithstanding anything to the contrary contained herein, in 6.1.A(i) connection with the liquidation of the Partnership or the interest of a holder of Series A Preferred Units or Series B Preferred Units, and (ii) above, except as provided belowprior to making any other allocations of Net Income or Net Loss, items of gross income and gain or deduction and loss shall first be allocated (a) first to the General Partner and the Gables Trust, pro rata, in proportion to the aggregate amount distributed to each holder of Series A Preferred Units or Series B Preferred Units in respect of its Series A Preferred Units or Series B Preferred Units in such Partner pursuant amounts as is required to Section 5.1(a)(i) cause the Adjusted Capital Account of such holders with respect to which an allocation such Series A Preferred Units or Series B Preferred Units (taking into account any amounts such holder is obligated to contribute to the capital of net income was not previously made the Partnership or is deemed obligated to contribute pursuant to this Regulations Section 6.1.A(iii)(a1.704-1(b)(2)(ii)(c)(2), until ) to equal the aggregate amount such holder is entitled to receive in respect of income allocated its Series A Preferred Units or Series B Preferred Units pursuant to this clause (a) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (i) of Section 5.1(a) for all fiscal periods, and (b) second, subject to the provisions of Section 6.1.A(ii)(a) to the General Partner Sections 6 and the Gables Trust7 of Annex B and Annex C, pro rata, in proportion to the number of Series Z Preferred Units owned by each, until the aggregate amount of income allocated pursuant to this clause (b) for all fiscal periods equals the aggregate amount distributed to the General Partner and the Gables Trust pursuant to clause (ii) of Section 5.1(a) for all fiscal periodsas applicable.
Appears in 1 contract
Samples: Limited Partnership Agreement (Vinebrook Homes Trust, Inc.)
