Allocations of Net Income and Net Losses. Except as otherwise provided in this Agreement, Net Income and Net Losses (and, to the extent necessary, and if determined appropriate by the Managing Member in its sole discretion individual items of income, gain or loss or deduction of the Company) shall be allocated in a manner such that the Capital Account of each Member after adjustment by the Member’s share of “minimum gain” and “partner minimum gain” (as such terms are used in Treasury Regulation Section 1.704-2) not otherwise required to be taken into account in such period is, as nearly as possible, equal (proportionately) to the distributions that would be made pursuant to Section 7.2(c) if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Asset Values, all Company liabilities were satisfied (limited with respect to each non-recourse liability to the Asset Values of the assets securing such liability) and the net assets of the Company were distributed to the Members pursuant to this Agreement.
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Samples: Limited Liability Company Agreement (PetIQ, Inc.), Limited Liability Company Agreement (Planet Fitness, Inc.), Limited Liability Company Agreement (Habit Restaurants, Inc.)
Allocations of Net Income and Net Losses. Except as otherwise provided in this Agreement, Net Income and Net Losses (and, to the extent necessary, and if determined appropriate by the Managing Member in its sole discretion individual items of income, gain or loss or deduction of the Company) shall be allocated in a manner such that the Capital Account of each Member Member, after adjustment by the such Member’s share of “minimum gain” and “partner minimum gain” (as such terms are used in Treasury Regulation Section 1.704-2) not otherwise required to be taken into account in such period period, is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to Section 7.2(c) if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their then-prevailing Asset Values, all Company liabilities were satisfied (limited with respect to each non-recourse liability to the then-prevailing Asset Values of the assets securing such liability) and the net assets of the Company were distributed to the Members pursuant to this Agreement.
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Samples: Limited Liability Company Agreement (Us LBM Holdings, Inc.)