Allocations in Year of Liquidation. Notwithstanding any other provision of this Section 3, in the year in which the Partnership makes liquidating distributions pursuant to Section 12.2, items of gross income, gain, loss and deduction shall be allocated among the Partners in a manner that will cause the Capital Account balance of each such Partner to be equal to, or to approximate as closely as possible, the aggregate net distributions that each such Partner is entitled to receive pursuant to Section 12.2(a)(ii) and (iii), provided, however, that any adjustments to the Gross Asset Value of the Partnership’s assets pursuant to part (ii) of the definition of Gross Asset Value in connection with a distribution to the Regency Partner under Section 12.4 shall be allocated to the Partners in a manner that causes the Partners’ Capital Accounts to be equal to, or to approximate as closely as possible, the amounts they would be entitled to receive under Section 12.2(a)(ii) and (iii) if the Partnership, instead of making the distribution to the Regency Partner provided for in Section 12.4, distributed an amount equal to the Liquidation Value (as determined pursuant to Section 12.4) to the Partners in liquidation of their interests in the Partnership.
Allocations in Year of Liquidation. It is the intent of the Partners that the allocations set forth in Article 5 will cause the positive balance of the Capital Account of each of the Partners to equal the distributions required under this Article to such Partner. Accordingly, if after giving hypothetical effect to the allocations set forth in Article 5 and all adjustments attributable to contributions and distributions of money and property effected prior to the distributions under Subsection 9.3(c)(iii), the positive Capital Account of each of the Partners is not equal to the distributions to be made to each Partner under this Article, Net Profit (or items thereof), Net Loss (or items thereof), and gross income will be allocated among the Partners so that the positive balance in each Partner's Capital Account, prior to the distributions under this Article, equals the amount of distributions to be received by the Partner under Subsection 9.3(c)(iii) in the order of priority set forth therein.
Allocations in Year of Liquidation. Notwithstanding Sections 6.3(a), 6.3(b) and 6.3(c), Net Income, Net Loss, or items of Partnership income, gain, loss, or deduction arising in the year of liquidation of the Partnership (or the year in which all or substantially all of the Partnership’s properties are sold or otherwise disposed of) remaining after the allocations to the Class G Preferred Unitholders and the Class G Unitholders pursuant to Section 6.2 shall be allocated as follows: the remaining amount of such Net Income, Net Loss, or items of Partnership income, gain, loss, or deduction to all other Partners and among such other Partners in such amounts and priorities such that, to the extent possible, the Capital Account balance of each Partner immediately prior to the liquidation of the Partnership equals the amount that such Partner is entitled to receive pursuant to Sections 13.2(a)(iii) and 13.2(a)(iv).
Allocations in Year of Liquidation. It is the intent of the Members that the allocations set forth in Article 4 will cause the positive balance of the Capital Account of each of the Members to equal the distributions required under this Article 13 to such Member. Accordingly, if after giving hypothetical effect to the allocations set forth in Article 4 and all adjustments attributable to contributions and distributions of money and property effected prior to the distributions under Section 13.1, the positive Capital Account of each of the Members is not equal to the distributions to be made to each Member under this Article 13, Net Profit (or items thereof), Net Loss (or items thereof), and Gross Income (or items thereof) will be allocated among the Members so that the positive balance in each Member’s Capital Account, prior to the distributions under this Article 13, equals the amount of distributions to be received by the Member under Section 13.1 in the order of priority set forth therein.
Allocations in Year of Liquidation. Notwithstanding Section 6.1, for any taxable year in which the Partnership liquidates or sells all or substantially all of its assets or, if necessary, the taxable year preceding such event, any Net Income (or, if necessary, items thereof) shall first be allocated to each Limited Partner holding Class A Limited Partnership Units in an amount equal to the sum of (A) the then unreturned balance of the Accrual Account maintained with respect to each Partnership Unit held by such Limited Partner, plus (B) the then unreturned balance of the Unpaid Distribution Account maintained with respect to each Partnership Unit held by such Limited Partner, plus (C) the amount per Class A Limited Partnership Unit (multiplied by the Unit Adjustment Factor) held by such Limited Partner equal to the dividend per Share paid by ProLogis for such quarter. Any remaining Net Income shall be allocated in the manner set forth in Section 6.1(a), except that no additional Net Income shall be allocated to the Limited Partners holding Class A Limited Partnership Units.
