Common use of Allocations of Net Income and Net Loss Clause in Contracts

Allocations of Net Income and Net Loss. (a) Net Income and Net Loss shall be determined for each fiscal year and allocated annually. Except as otherwise provided in Section 8.4, Net Income and Net Loss for a fiscal year shall be allocated as set forth in this Section 8.3. (b) If the Partnership has Net Income for a fiscal year, one-twelfth of such Net Income shall be treated as earned in each fiscal month of such fiscal year. Net Income so treated as earned in a fiscal quarter of such fiscal year shall first be allocated to each series of Tracking Units in the amount of the distributions made to the holders of such series with respect to such fiscal quarter, and shall then be allocated to the Class C Units in the amount of the distributions made to the Class C Unitholders with respect to such fiscal quarter; any remaining Net Income shall be allocated to the Class A Units in proportion to the distributions made to the Class A Unitholders with respect to such fiscal quarter. One-third of the Net Income for a fiscal quarter which is allocated to a class or series of Units shall be further allocated to the holders of such class or series as of the close of business on the last day of each of the three fiscal months in such fiscal quarter, in proportion to the number of Units of such class or series held by such Unitholders as of the close of business on each such day. (c) If the Partnership has a Net Loss for a fiscal year, one-twelfth of such Net Loss shall be treated as incurred in each fiscal month of such fiscal year. Net Loss so treated as incurred in a fiscal month shall first be allocated to the Unitholders having positive Capital Account balances so as to cause their respective Capital Account balances to be in (or, if not possible, closer to) the same proportion to each other as their respective Percentage Interests and then in accordance with their respective Percentage Interests until all such positive balances have been eliminated; any remaining Net Loss shall be allocated to the General Partners in respect of their GP Units. To the extent subsequent Net Income of the Partnership does not exceed Net Loss previously allocated pursuant to this Section 8.3(c), such Net Income shall first be allocated to the General Partners in respect of their GP Units until such allocated Net Income equals Net Loss previously allocated to the General Partners pursuant to this Section 8.3(c); any remaining Net Income shall be allocated to the Unitholders in the same proportions and amounts as Net Loss was previously allocated pursuant to this Section 8.3(c). For purposes of this Section 8.3(c), the determination of Capital Account balances shall be made after giving effect to all distributions of cash made with respect to fiscal quarters before the fiscal month in question pursuant to Section 8.1. (d) If the Partnership has an item of extraordinary income during a fiscal month which results in an extraordinary distribution to the Class A Unitholders with respect to the fiscal quarter which includes such fiscal month, such item of extraordinary income shall be allocated to the Class A Unitholders as of the close of business on the last day of such fiscal month, in proportion to the number of Class A Units held by each such Unitholder as of the close of business on such day. The General Partners shall determine whether an item of Partnership income is extraordinary and results in an extraordinary distribution, and the amount of such extraordinary distribution. (e) Except as otherwise provided in Section 8.5, items of income, gain, loss and deduction shall be allocated among the Unitholders in the same proportion as items comprising Net Income or Net Loss, as the case may be, are allocated among the Unitholders, and credits shall be allocated as provided in Treasury Regulations Section 1.704-1(b)(4)(ii).

Allocations of Net Income and Net Loss. (a) Net Income and Net Loss shall be determined for each fiscal year and allocated annually. Except as otherwise provided in Section 8.4, Net Income and Net Loss for a fiscal year shall be allocated as set forth in this Section 8.3. (b) If the Partnership has Net Income for a fiscal year, one-one- twelfth of such Net Income shall be treated as earned in each fiscal month of such fiscal year. Net Income so treated as earned in a fiscal quarter of such fiscal year shall first be allocated to each series of Tracking Units in the amount of the distributions made to the holders of such series with respect to such fiscal quarter, and shall then be allocated to the Class C Units in the amount of the distributions made to the Class C Unitholders with respect to such fiscal quarter; any remaining Net Income shall be allocated to the Class A Units and Class B Units in proportion to the respective distributions made to the Class A Unitholders and Class B Unitholders with respect to such fiscal quarter. One-third of the Net Income for a fiscal quarter which is allocated to a class or series of the Class C Units shall be further allocated to the holders of such class or series Class C Unitholders as of the close of business on the last day of each of the three fiscal months in such fiscal quarter, in proportion to the number of Class C Units of such class or series held by such Unitholders as of the close of business on each such day. One-third of the Net Income for a fiscal quarter which is allocated to the Class A Units or Class B Units shall be further allocated to the Unitholders of such class of Units as of the close of business on the last day of each fiscal month in such fiscal quarter, in proportion to the number of Units of such class held by each such Unitholder as of the close of business on such day. (c) If the Partnership has a Net Loss for a fiscal year, one-one- twelfth of such Net Loss shall be treated as incurred in each fiscal month of such fiscal year. Net Loss so treated as incurred in a fiscal month shall first be allocated to the Unitholders having positive Capital Account balances so as to cause their respective Capital Account balances to be in (or, if not possible, closer to) the same proportion to each other as their respective Percentage Interests and then in accordance with their respective Percentage Interests until all such positive balances have been eliminated; any remaining Net Loss shall be allocated to the General Partners in respect of their GP Units. To the extent subsequent Net Income of the Partnership does not exceed Net Loss previously allocated pursuant to this Section 8.3(c), such Net Income shall first be allocated to the General Partners in respect of their GP Units until such allocated Net Income equals Net Loss previously allocated to the General Partners pursuant to this Section 8.3(c); any remaining Net Income shall be allocated to the Unitholders in the same proportions and amounts as Net Loss was previously allocated pursuant to this Section 8.3(c). For purposes of this Section 8.3(c), the determination of Capital Account balances shall be made after giving effect to all distributions of cash made with respect to fiscal quarters before the fiscal month in question pursuant to Section 8.1. (d) If the Partnership has an item of extraordinary income during a fiscal month which results in an extraordinary distribution to the Class A Unitholders and Class B Unitholders with respect to the fiscal quarter which includes such fiscal month, such item of extraordinary income shall be allocated to the Class A Units and Class B Units in proportion to the respective extraordinary distributions made to the Class A Unitholders and Class B Unitholders with respect to the fiscal quarter which includes such fiscal month, and shall be further allocated to the Class A Unitholders and Class B Unitholders as of the close of business on the last day of such fiscal month, in proportion to the number of Class A Units of each such class held by each such Unitholder as of the close of business on such day. The General Partners shall determine whether an item of Partnership income is extraordinary and results in an extraordinary distribution, and the amount of such extraordinary distribution. (e) Except as otherwise provided in Section 8.5, items of income, gain, loss and deduction shall be allocated among the Unitholders in the same proportion as items comprising Net Income or Net Loss, as the case may be, are allocated among the Unitholders, and credits shall be allocated as provided in Treasury Regulations Section 1.704-1(b)(4)(ii).

Allocations of Net Income and Net Loss. Subject to Section 4.2, Net Income or Net Loss for each Fiscal Year of the Company shall be allocated among the Members in such a manner that, at the end of such Fiscal Year, the Adjusted Capital Account balance of each Member shall, to the extent possible, equal the amount which would have been distributed to such Member pursuant to a Hypothetical Liquidation as of the end of the last day of such Fiscal Year. For this purpose, a “Hypothetical Liquidation” means that all assets of the Company are disposed of in a taxable disposition for the Book Value of such assets (abut in the case of assets subject to the rules governing Company Minimum Gain chargeback or Member Minimum Gain chargeback, such provisions would apply), the debts of the Company are paid, and the remaining amounts are distributed to the Members pursuant to Section 9.2(b). If for any Fiscal Year, such an allocation of Net Income or Net Losses does not permit the Adjusted Capital Accounts of Members to be made to equal the amount which would have been distributed to Members pursuant to a Hypothetical Liquidation as of the end of the last day of such Fiscal Year, individual items of gross income, gain, loss or deduction (which were the components of Net Income or Net Losses) shall be allocated among the Members in such a manner that, at the end of such Fiscal Year, the Adjusted Capital Account of each Member shall, to the extent possible, equal the amount which would have been distributed to such Member pursuant to a Hypothetical Liquidation as of the end of the last day of such Fiscal Year. Member’s Adjusted Capital Account. Any Net Loss not allocated to a Member because of the foregoing sentence shall be allocated to the other Members pro rata in accordance with the positive balances in their Adjusted Capital Accounts. Any Net Loss reallocated under this provision shall be taken into account in computing subsequent allocations of Net Income and Net Loss shall be determined for each fiscal year (and items thereof) so that the net amount of any item so allocated annually. Except as otherwise provided in Section 8.4, and the Net Income and Net Loss for a fiscal year shall be allocated as set forth in this Section 8.3. (b) If the Partnership has Net Income for a fiscal year, one-twelfth of such Net Income shall be treated as earned in each fiscal month of such fiscal year. Net Income so treated as earned in a fiscal quarter of such fiscal year shall first be allocated to each series of Tracking Units in the amount of the distributions made Member, to the holders of such series with respect extent possible, shall be equal to such fiscal quarter, and shall then be the net amount that would have been allocated to the Class C Units in the amount of the distributions made to the Class C Unitholders with respect to such fiscal quarter; any remaining Net Income shall be allocated to the Class A Units in proportion to the distributions made to the Class A Unitholders with respect to such fiscal quarter. One-third of the Net Income for a fiscal quarter which is allocated to a class or series of Units shall be further allocated to the holders of such class or series as of the close of business on the last day of each of the three fiscal months in such fiscal quarter, in proportion to the number of Units of such class or series held by such Unitholders as of the close of business on each such dayMember if no reallocation of losses had occurred under this provision. (c) If the Partnership has a Net Loss for a fiscal year, one-twelfth of such Net Loss shall be treated as incurred in each fiscal month of such fiscal year. Net Loss so treated as incurred in a fiscal month shall first be allocated to the Unitholders having positive Capital Account balances so as to cause their respective Capital Account balances to be in (or, if not possible, closer to) the same proportion to each other as their respective Percentage Interests and then in accordance with their respective Percentage Interests until all such positive balances have been eliminated; any remaining Net Loss shall be allocated to the General Partners in respect of their GP Units. To the extent subsequent Net Income of the Partnership does not exceed Net Loss previously allocated pursuant to this Section 8.3(c), such Net Income shall first be allocated to the General Partners in respect of their GP Units until such allocated Net Income equals Net Loss previously allocated to the General Partners pursuant to this Section 8.3(c); any remaining Net Income shall be allocated to the Unitholders in the same proportions and amounts as Net Loss was previously allocated pursuant to this Section 8.3(c). For purposes of this Section 8.3(c), the determination of Capital Account balances shall be made after giving effect to all distributions of cash made with respect to fiscal quarters before the fiscal month in question pursuant to Section 8.1. (d) If the Partnership has an item of extraordinary income during a fiscal month which results in an extraordinary distribution to the Class A Unitholders with respect to the fiscal quarter which includes such fiscal month, such item of extraordinary income shall be allocated to the Class A Unitholders as of the close of business on the last day of such fiscal month, in proportion to the number of Class A Units held by each such Unitholder as of the close of business on such day. The General Partners shall determine whether an item of Partnership income is extraordinary and results in an extraordinary distribution, and the amount of such extraordinary distribution. (e) Except as otherwise provided in Section 8.5, items of income, gain, loss and deduction shall be allocated among the Unitholders in the same proportion as items comprising Net Income or Net Loss, as the case may be, are allocated among the Unitholders, and credits shall be allocated as provided in Treasury Regulations Section 1.704-1(b)(4)(ii).

Allocations of Net Income and Net Loss. Subject to Section 4.2, Net Income or Net Loss for each Fiscal Year of the Company shall be allocated among the Members in such a manner that, at the end of such Fiscal Year, the Adjusted Capital Account balance of each Member shall, to the extent possible, equal the amount which would have been distributed to such Member pursuant to a Hypothetical Liquidation as of the end of the last day of such Fiscal Year. For this purpose, a “Hypothetical Liquidation” means that all assets of the Company are disposed of in a taxable disposition for the Book Value of such assets (abut in the case of assets subject to the rules governing Company Minimum Gain chargeback or Member Minimum Gain chargeback, such provisions would apply), the debts of the Company are paid, and the remaining amounts are distributed to the Members pursuant to Section 9.2(b). If for any Fiscal Year, such an allocation of Net Income or Net Losses does not permit the Adjusted Capital Accounts of Members to be made to equal the amount which would have been distributed to Members pursuant to a Hypothetical Liquidation as of the end of the last day of such Fiscal Year, individual items of gross income, gain, loss or deduction (which were the components of Net Income or Net Losses) shall be allocated among the Members in such a manner that, at the end of such Fiscal Year, the Adjusted Capital Account of each Member shall, to the extent possible, equal the amount which would have been distributed to such Member pursuant to a Hypothetical Liquidation as of the end of the last day of such Fiscal Year. Notwithstanding the foregoing, allocations of Net Loss to a Member shall be made only to the extent that such allocations of Net Loss will not create or increase a deficit balance in such Member’s Adjusted Capital Account. Any Net Loss not allocated to a Member because of the foregoing sentence shall be allocated to the other Members pro rata in accordance with the positive balances in their Adjusted Capital Accounts. Any Net Loss reallocated under this provision shall be taken into account in computing subsequent allocations of Net Income and Net Loss shall be determined for each fiscal year (and items thereof) so that the net amount of any item so allocated annually. Except as otherwise provided in Section 8.4, and the Net Income and Net Loss for a fiscal year shall be allocated as set forth in this Section 8.3. (b) If the Partnership has Net Income for a fiscal year, one-twelfth of such Net Income shall be treated as earned in each fiscal month of such fiscal year. Net Income so treated as earned in a fiscal quarter of such fiscal year shall first be allocated to each series of Tracking Units in the amount of the distributions made Member, to the holders of such series with respect extent possible, shall be equal to such fiscal quarter, and shall then be the net amount that would have been allocated to the Class C Units in the amount of the distributions made to the Class C Unitholders with respect to such fiscal quarter; any remaining Net Income shall be allocated to the Class A Units in proportion to the distributions made to the Class A Unitholders with respect to such fiscal quarter. One-third of the Net Income for a fiscal quarter which is allocated to a class or series of Units shall be further allocated to the holders of such class or series as of the close of business on the last day of each of the three fiscal months in such fiscal quarter, in proportion to the number of Units of such class or series held by such Unitholders as of the close of business on each such dayMember if no reallocation of losses had occurred under this provision. (c) If the Partnership has a Net Loss for a fiscal year, one-twelfth of such Net Loss shall be treated as incurred in each fiscal month of such fiscal year. Net Loss so treated as incurred in a fiscal month shall first be allocated to the Unitholders having positive Capital Account balances so as to cause their respective Capital Account balances to be in (or, if not possible, closer to) the same proportion to each other as their respective Percentage Interests and then in accordance with their respective Percentage Interests until all such positive balances have been eliminated; any remaining Net Loss shall be allocated to the General Partners in respect of their GP Units. To the extent subsequent Net Income of the Partnership does not exceed Net Loss previously allocated pursuant to this Section 8.3(c), such Net Income shall first be allocated to the General Partners in respect of their GP Units until such allocated Net Income equals Net Loss previously allocated to the General Partners pursuant to this Section 8.3(c); any remaining Net Income shall be allocated to the Unitholders in the same proportions and amounts as Net Loss was previously allocated pursuant to this Section 8.3(c). For purposes of this Section 8.3(c), the determination of Capital Account balances shall be made after giving effect to all distributions of cash made with respect to fiscal quarters before the fiscal month in question pursuant to Section 8.1. (d) If the Partnership has an item of extraordinary income during a fiscal month which results in an extraordinary distribution to the Class A Unitholders with respect to the fiscal quarter which includes such fiscal month, such item of extraordinary income shall be allocated to the Class A Unitholders as of the close of business on the last day of such fiscal month, in proportion to the number of Class A Units held by each such Unitholder as of the close of business on such day. The General Partners shall determine whether an item of Partnership income is extraordinary and results in an extraordinary distribution, and the amount of such extraordinary distribution. (e) Except as otherwise provided in Section 8.5, items of income, gain, loss and deduction shall be allocated among the Unitholders in the same proportion as items comprising Net Income or Net Loss, as the case may be, are allocated among the Unitholders, and credits shall be allocated as provided in Treasury Regulations Section 1.704-1(b)(4)(ii).