Allocations of Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority:
(i) First, to the General Partner to the extent the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (b)(v) below exceeds the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (a)(i);
(ii) Second, to each Obligated Partner until the cumulative Net Income allocated to such Obligated Partner pursuant to this subparagraph (a)(ii) equals the cumulative Net Loss allocated to such Obligated Partner under subparagraph (b)(iv) below (and, among the Obligated Partners, pro rata in proportion to their respective percentages of the cumulative Net Loss allocated to all Obligated Partners pursuant to subparagraph (b)(iv) below);
(iii) Third, to the General Partner until the cumulative Net Income allocated to the General Partner pursuant to this subparagraph (a)(iii) equals the cumulative Net Loss allocated to the General Partner pursuant to subparagraph (b)(iii) below;
(iv) Fourth, to the holders of any Partnership Interests that are entitled to any preference upon liquidation until the cumulative Net Income allocated under this subparagraph (iv) equals the cumulative Net Loss allocated to such Partners under subparagraph (b)(ii);
(v) Fifth, to the holders of any Partnership Interest that is entitled to any preference in distribution in accordance with the rights of any other class of Partnership Interests until each such Partnership Interest has been allocated, on a cumulative basis pursuant to this subparagraph (a)(v), Net Income equal to the amount of distributions received which are attributable to such preference with respect to such class of Partnership Interest (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made);
(vi) Thereafter, with respect to Partnership Interests (other than the Class B Interest) that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution, pro rata to each such class in accordance with their Percentage Interests (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).
Allocations of Net Income. Net Income allocated pursuant to Section 6.1(a) shall be allocated to a Class D Unit to the same extent as such Net Income would be so allocated if such Class D Unit were a Common Unit that was then Outstanding.
Allocations of Net Income. After all allocations have been made pursuant to Sections 4.4 through 4.8, Net Income for any period shall be allocated as follows:
(a) first, to the Managing Member to the extent of and in proportion to the cumulative Net Loss, if any, previously allocated to the Managing Member pursuant to Section 4.3(b)(ii), reduced by any prior allocations of Net Income to the Managing Member pursuant to this Section 4.2(a);
(b) second, to the Members to the extent of and in proportion to the cumulative Net Loss, if any, previously allocated to such Members pursuant to Section 4.3(b)(i), reduced by any prior allocations of Net Income to such Members pursuant to this Section 4.2(b);
(c) third, to the Members to the extent of and in proportion to the cumulative Net Loss, if any, previously allocated to such Members pursuant to Section 4.3(a)(iv), reduced by any prior allocations of Net Income pursuant to this Section 4.2(c);
(d) fourth, to the Nonmanaging Members in proportion to their relative Capital Contributions, until the cumulative amount of Net Income allocated to each Nonmanaging Member pursuant to this Section 4.2(d), reduced by the cumulative amount of Net Loss, if any, allocated to such Nonmanaging Member pursuant to Section 4.3(a)(ii), equals such Nonmanaging Member s Preferred Return; and
(e) thereafter, eighty percent (80%) to the Nonmanaging Members, pro rata in accordance with their relative Percentage Interests, and twenty percent (20%) to the Managing Member.
Allocations of Net Income. (Loss). Net Income of the Partnership shall be allocated among the Holders in a manner such that the Capital Accounts of each Holder, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Holder pursuant to Article 5 hereof if the Partnership was dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Partnership liabilities (including liabilities allocated to the Partnership from an entity treated as a partnership for U.S. federal income tax purposes in which the Partnership was a Holder) were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability) and the net assets of the Partnership were distributed in accordance with Article 5 hereof to the Holders immediately after making such allocation, minus (ii) any amount such Holder is obligated to contribute to the Partnership and such Holder’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner may make any such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account such facts and circumstances as the General Partner deems reasonably necessary for this purpose.
Allocations of Net Income. Subject to Sections 3.7 and 3.8 below, Net Income shall first be allocated to the Members to reverse Net Losses previously allocated to the Members in the reverse chronological order in which such Net Losses were allocated. Thereafter, Net Income shall be allocated to the Members, pari passu, in the same percentages that Adjusted Net Proceeds as projected for the entire period covered in the most recently updated Annual Plan would be distributed between the Members pursuant to Section 3.2. As used herein, “Adjusted Net Proceeds” means all cash distributed to the Members pursuant to Section 3.2 above, minus any such distributions with regards to the Contribution Account of a Member. Such percentages shall be calculated as follows: (A) total the Adjusted Net Proceeds available for distribution for the entire period covered by the Annual Plan; (B) determine the amount of total Adjusted Net Proceeds that will be distributed to each Member under the distribution provisions set forth in Section 3.2 herein; (C) divide the Adjusted Net Proceeds to be distributed to Developer by the total Adjusted Net Proceeds (such percentage shall be the percentage for the allocation of Net Income to the Developer), and (D) subtract the percentage derived in (C) from 100% (such percentage shall be the percentage for the allocation of Net Income to the Investor). Any Net Income allocations pursuant to this Section 3.3 based on Adjusted Net Proceeds shall be adjusted (including any special allocations of Net Losses, or items of income and gross income, gain, loss or deduction between the Members in current or prior years, if necessary, and the amendment of tax returns to reflect the same) to cause (1) the ratio of the sum of the cumulative and projected Net Income allocations (together with any adjusting allocations required herein) between the Members pursuant to this Section 3.3 to equal (2) the ratio of sum of the actual-to-date cash distributions and projected cash distributions between the Members in accordance with Section 3.2. Any projections or determinations of Net Income, cash distributions or any percentage or ratios including these items required herein shall be made by the Members in good faith an in accordance with the most recently updated Annual Plan approved by Investor in accordance with Section 4.2.
Allocations of Net Income. After making the allocations described in Section 6.3(a), and except as otherwise provided in this Article 6, Net Income remaining after the allocations to the Class G Preferred Unitholders and the Class G Unitholders pursuant to Section 6.2 shall be allocated in the following order of priority:
(i) First, to the Partners to whom Net Losses previously have been allocated pursuant to Section 6.3(c), in proportion to such prior allocations, until the cumulative amount allocated pursuant to this Section 6.3(b)(i) for the current and all prior Partnership Years is equal to the cumulative amounts of such prior allocations of Net Losses in the reverse order in which such Net Losses were allocated;
(ii) Thereafter, to the Partners as if an amount equal to cash corresponding to any remaining Net Income would have been distributed to the Partners as Available Cash for such Partnership Year and among the Partners in the same manner and same priority as such distributions would have been made pursuant to Sections 5.1 and 5.2.
Allocations of Net Income. As of the last day of each period for which Net Income is determined, with the Partner’s allocation, in accordance with this Agreement, of Net Income, if any.
Allocations of Net Income. Subject to Sections 5.1(c) and 5.1(d) hereof, Net Income for each Company Year or other accounting period shall be allocated among the Members as follows:
(i) First, to the Members in the ratio and to the extent, and in the reverse order, of the allocations of the Net Loss theretofore made to each Member pursuant to Section 5.1(b) hereof, but only to the extent such allocations were not previously reversed by allocations of Net Income pursuant to this Section 5.1(a)(i).
(ii) Thereafter, to the Class B Members in accordance with their Percentage Interests.
Allocations of Net Income. Net Income of the Company shall be allocated among the Members as follows:
(a) First, to each Member in an amount equal to the Net Losses previously allocated to such Member, and
(b) Second, to each Member in accordance with such Member’s Membership Interest; provided that Net Income from a Capital Event shall be allocated in the same manner as distributions are to be made pursuant to Section 6.2 hereof (other than distributions constituting a non-taxable return of capital).
Allocations of Net Income. During each of the Partnership’s Fiscal Years and upon the dissolution of the Partnership pursuant to the provisions of Article 18, the Net Income (Loss) of the Partnership for each Fiscal Year shall be allocated to the Partners as to 99.999% amongst the Limited Partners and General Partners on a pro rata basis in accordance with distributions received by the Partners in respect of such Fiscal Year as provided in Section 13.1 and 0.001% shall be allocated to the Managing General Partner. In so allocating the Net Income (Loss), the Managing General Partner shall act reasonably and fairly, taking into account the amount and timing of actual and anticipated distributions to each of the Partners, with a view to ensuring that, over the Term of the Partnership, each Partner is allocated a portion of the Partnership’s Net Income that substantially corresponds to the Net Income that is distributed to that Partner.
