Allocations of Book Income and Loss Sample Clauses

Allocations of Book Income and Loss. In connection with adjustments of Asset Value, solely for book purposes, net income (or items thereof) and net loss (or items thereof) shall be allocated to the Members in such amounts and in such proportions as will cause the Capital Account of each Member as of immediately before any Liquidity Event to be equal to the amount required to be distributed to each such Member pursuant to Section 3.1(f).
AutoNDA by SimpleDocs
Allocations of Book Income and Loss. Except to the ----------------------------------- extent modified by the provisions of Article III of Appendix A, the Company's ---------- Book income and Book loss for any fiscal year will be allocated to the Members as follows: first, all items of income consisting of interest or ----- other earnings on Reserved Proceeds shall be allocated to the holders of the Class B Membership Units in proportion to their respective Class B Sharing Percentages; and second, all remaining items of Book income and loss shall ------ be allocated to the Members in proportion to their respective Overall Sharing Percentages.
Allocations of Book Income and Loss. Except as otherwise provided in this Article 4, and subject to the provisions of Article III of APPENDIX A: (a) The Company's net Book income for each Fiscal Year shall be allocated among the Members as follows: (i) first, to any Members who have previously been allocated net Book loss pursuant to SECTION 4.3(b), in such a manner as to reverse the effects of such prior allocations in the inverse order in which such prior allocations were made; (ii) second, to the Members in the amounts and proportions necessary to cause the Capital Account balances of all Members to be in proportion to their respective Shares; and (iii) third, to the Members in proportion to their respective Shares. (b) The Company's net Book loss for each Fiscal Year shall be allocated among the Members as follows: (i) first, to the Members in proportion to their respective Shares, until the Capital Account balances of all Members have been reduced to zero; PROVIDED, that if any Member's Capital Account balance is reduced to zero pursuant to this SECTION 4.3(b)(i) when one or more other Members have positive Capital Account balances, further losses pursuant to this SECTION 4.3(b)(i) shall be allocated to such other Members in proportion to their respective Shares, and shall not be allocated to any Member whose Capital Account has been reduced to zero; and (ii) second, to the Members in proportion to their respective Shares. (c) In the event that the Company converts to corporation status and such corporation consummates an initial public offering of its capital stock, then, prior to any allocations of Book income or loss under paragraph (a) or (b) of this Section 4.3, each holder of a Warrant who has exercised such Warrant and has thereby become a Member will receive a special allocation of Book income (including, if necessary, items of gross income) in an amount sufficient to cause his Capital Account balance to bear the same relationship to the total of all Capital Accounts as the number of Units held by such former warrantholder bears to the total number of Units then outstanding. If the Company's Book income is insufficient to allow this special allocation to be made, the Company will sell shares of corporation stock to generate sufficient gain to permit such special allocation to be made in full. To the extent such sales of corporation stock are made, the consideration that the Member will receive in exchange for such Member's Units will consist partially or wholly of cash.
Allocations of Book Income and Loss. Except as stated in Appendix A and Section 2.1(f):
Allocations of Book Income and Loss. Except to the extent modified by the provisions of Article III of Appendix A, the Company's Book income and Book loss for any fiscal year will be allocated to the Members as follows: first, all items of income consisting of interest or other earnings on Reserved Proceeds shall be allocated to the holders of the Class B Membership Units in proportion to their respective Class B Sharing Percentages; and second, all remaining items of Book income and loss shall be allocated to the Members in proportion to their respective Overall Sharing Percentages.
Allocations of Book Income and Loss. Except to the extent modified by the provisions of Article III of Appendix A, the Company's Book (as defined in Appendix A) income and Book loss for any fiscal year will be allocated as follows: (a) Book loss funded by and any cancellation of indebtedness income arising from forgiveness of a Member advance will be allocated to the Member that made the advance. (b) Book income will be allocated first to repayments of Member advances and then to each holder of a Class A Membership Unit based on its Class A Sharing Percentage (as defined below). (c) Book income and book loss will not include any amount received or expended by the Company with respect to a Debtor-Owned Litigation Claim.
Allocations of Book Income and Loss. (a) Calculation of Net Income and Net Loss.
AutoNDA by SimpleDocs
Allocations of Book Income and Loss. Book income and Book loss for any Fiscal Year shall be allocated to the Members in the manner provided in Article 3 of Appendix B.

Related to Allocations of Book Income and Loss

  • Allocations of Income and Loss For each taxable year, each holder of Preferred Units will be allocated a portion of the Net Income and Net Loss of the Partnership equal to the portion of the Net Income and Net Loss of the Partnership that would be allocated to such holder pursuant to Article 6 of the Agreement if such holder held a number of Partnership Common Units equal to (i) the number of Preferred Units held by such holder, multiplied by (ii) 0.625. Upon liquidation, dissolution or winding up of the Partnership, the Partnership shall endeavor to allocate income and gain to the holders of the Preferred Units such that the Capital Accounts related to the Preferred Units are equal to their Liquidation Preference.

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

  • Allocations of Net Income and Net Loss Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.

  • Timing and Amount of Allocations of Net Income and Net Loss Net Income and Net Loss of the Partnership shall be determined and allocated with respect to each Partnership Year of the Partnership as of the end of each such year. Subject to the other provisions of this Article 6, an allocation to a Partner of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

  • Gross Income Allocations In the event any Partner has a deficit balance in its Capital Account at the end of any Partnership taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(v) were not in this Agreement.

  • Profits and Losses For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!