Allocations in General Sample Clauses
The "Allocations in General" clause defines how resources, responsibilities, or costs are distributed among the parties involved in an agreement. Typically, this clause outlines the specific criteria or methods used to determine each party's share, such as proportional allocation based on usage, contribution, or another agreed metric. Its core practical function is to ensure fairness and transparency in dividing obligations or benefits, thereby preventing disputes and clarifying expectations between the parties.
Allocations in General. For each Allocation Period, after taking into account all Capital Contributions and distributions during such Allocation Period, and after making any allocations pursuant to Section 4.02, Company Profits or Company Losses (as applicable) shall be allocated (and, to the extent necessary or required by the Code or Treasury Regulations, items of income, gain, loss or deduction shall be specially allocated, in all respects as determined by the Board of Managers) in a manner such that, after such allocations have been made, each Member’s Capital Account is as nearly as possible equal to: (a) the amount that would be distributed to such Member if (i) the Company sold all of its assets for an amount of cash equal to their respective Book Values (giving effect to all adjustments thereto for such period), (ii) all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Values of the assets securing such liability), and (iii) the remaining assets of the Company were distributed to the Members in accordance with Section 5.02, less (b) the sum of such Member’s share of “partnership minimum gain” (within the meaning of Treasury Regulations § 1.704-2(b)(2)) and “partner nonrecourse debt minimum gain” (within the meaning of Treasury Regulations § 1.704-2(i)(2)). Notwithstanding any other provision of this Agreement, in no event shall Company Losses (or any items of loss or deduction) be allocated to a Member for any Allocation Period if and to the extent such allocation would result in such Member having a Deficit Capital Account as of the end of such Allocation Period.
Allocations in General. Company income, gain, loss and expense shall be allocated to the Capital Accounts of the Partners in accordance with Sections 7.5-7.9.
Allocations in General. The Members’ share of tax items, except for Profits and Losses, shall be allocated to the Members pro rata based upon their respective Percentage Interests during the period over which such tax items were accrued. As provided in Section 12.2(b), the Partnership Representative or the Manager shall have authority to make any special allocations for compliance with the provisions of subchapter K of the Code, including without limitation Code Section 704(b) and Code Section 704(c), and the Regulations promulgated thereunder.
Allocations in General. Except as otherwise provided in this Article 6, and subject to Section 11.6.C, Net Income and Net Loss will be allocated to each of the Partners at the end of each calendar month using the interim closing of the books method and taking into account varying interests in accordance with the greater part of the month convention consistent with Section 11.6.C.
Allocations in General. Subject to the provisions of this Article X and to the provisions of Section 14.3(b) hereof, all items of income, expense, gain, loss and credit of the Company included in the definition of “Net Income” and “Net Loss” shall be allocated among the Members as follows:
(a) Net Income for any period shall be allocated
(1) first, in the reverse order of prior allocations of Net Loss, if any, under Section 10.1(b)(4), 10.1(b)(3) and 10.1(b)(2), respectively, to the extent such allocations of Net Loss have not previously been taken into account under this Section 10.1(a)(1),
(2) second, to the Series B Members, in proportion to, but only to the extent of, the Series B Preferred Return allocable to their respective Series B Preferred Units (net of any prior allocations of Net Income under this Section 10.1(a)(2), but only to the extent such prior allocations have not been reversed under Section 10.1(b)(1));
(3) third, to the Series A Members, in proportion to, but only to the extent of, the Series A Preferred Return allocable to their respective Series A Preferred Units (net of any prior allocations of Net Income under this Section 10.1(a)(3), but only to the extent such prior allocations have not been reversed under Section 10.1(b)(1)), and
(4) fourth, pro rata among the Members based on the number of Units held by each;
(b) Net Loss for any period shall be allocated
(1) first, in the reverse order of prior allocations, if any, of Net Income under Sections 10.1(a)(4), 10.1(a)(3) and 10.1(a)(2) to the extent such allocations of Net Income have not previously been taken into account under this Section 10.1(b)(1),
(2) second, pro rata among the Series A Members in proportion to their positive Economic Capital Accounts,
(3) third, pro rata among the Series B Members in proportion to their positive Economic Capital Accounts, and
(4) fourth, pro rata among the Members based on the number of Units held by each;
(c) credits for any period shall be allocated in proportion to the allocation of the respective items of income or deduction giving rise to such credits; and
(d) notwithstanding subsections (a) and (b), items of gross income and expense (computed with the adjustments set forth in the definition of “Net Income” and “Net Loss”) for any period in which there is a Sale of the Company shall be allocated so that, as nearly as possible, the Capital Account of each Member immediately prior to any distribution pursuant to Section 11.3 or Section §14.3(b) is equal to the a...
Allocations in General. The Company’s income or loss for any Fiscal Period shall be allocated to the Capital Accounts of the Members as provided in this Section 4.7 (but subject to Section 4.8).
Allocations in General. For the purpose of making allocations as of any Valuation Date, except as otherwise provided herein, the Net Earnings and Adjustments in Value of the Trust Fund shall be allocated pursuant to Subsection 6.04(3) below, the Net Earnings and Adjustments in Value of the Cash Dividend Account shall be allocated pursuant to Subsection 6.04(4) hereof, Rollover Contributions received during such Valuation Period shall be allocated pursuant to Subsection 4.07(1) hereof, and Elective Contributions, Company Contributions and Company Matching Contributions made for such Valuation Period shall be allocated pursuant to Section 4.05 hereof. Whenever an allocation or credit is required to be made hereunder, it shall be made by the Committee, or at the Committee’s direction and subject to its supervision.
Allocations in General. The Profits and Losses of the Company for any relevant fiscal period shall be allocated to the Capital Accounts of the Members so as to ensure, to the extent possible, that the Capital Accounts of the Members as of the end of such fiscal period, as increased by the Members’ shares of “minimum gain” and “partner minimum gain” (as such terms are used in Regulation Section 1.704-2) not otherwise required to be taken into account in such period, are equal to the aggregate distributions that Members would be entitled to receive if all of the assets of the Company were sold for their Gross Asset Values (assuming for this purpose only that the Gross Asset Value of an asset that secures a non-recourse liability for purposes of Regulation Section 1.1001-2 is no less than the amount of such liability that is allocated to such asset in accordance with Regulation Section 1.704-2(d)(2)), all liabilities of the Company were repaid from the proceeds of sale and the net remaining proceeds were distributed as of the end of such fiscal period in accordance with Section 9.01. The allocations made pursuant to this Section 9.06 are intended to comply with the provisions of Section 704(b) of the Code and the Treasury Regulations thereunder and, in particular, to reflect the Members’ economic interests in the Company as set forth in this Article 9, and this Section 9.06 shall be interpreted in a manner consistent with such intention.
Allocations in General. 15 7.5 Allocation of Net Profit and Net Loss..........................................................15 7.6
Allocations in General. Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be allocated among the Members in the same proportions as they share net profit or net loss, as the case may be, for any fiscal year. For purposes of determining the net profit, net loss or any other items allocable to any period, net profit, net loss and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Members using any permissible method under Section 706 of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations promulgated thereunder (the "Regulations").