Allocations of Net Profit and Net Loss. (a) The Net Profit and Net Loss of the Company, including each item of income, gain, loss and deduction, and credit shall be allocated with respect to each Fiscal Year (or portion thereof) among the Members in accordance with their respective Interest Percentages.
(b) Allocations for tax purposes shall be made in the same manner as the allocations set forth under Section 7.1(a); however the following adjustments shall be made and applied, to the extent necessary, in a manner consistent with Treasury Regulation Section 1.704-1(b):
(i) The allocations of income, gain, loss and deduction pursuant to Section 7.1(a) shall be adjusted to comply with the qualified income offset requirements of Treasury Regulation Section 1.704-1(b) and the nonrecourse deduction or minimum gain charge-back requirements of Treasury Regulation Section 1.704-2.
(ii) Any special allocations pursuant to the preceding clause (i) required in order to comply with the Treasury Regulations shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations pursuant to this Section 7.1(b) so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member had there been no such special allocation.
(c) If there is a charge in any Member’s share of the distributions or other items of the Company during any Fiscal Year as a result of the Transfer (as defined herein) of an Interest, allocations among the Members shall be made in accordance with their Interests in the Company from time to time during such Fiscal Year in accordance with Code Section 706, using the closing-of-the-books method; however depreciation shall be deemed to accrue ratably on a daily basis over the entire year during which the corresponding asset is owned by the Company.
Allocations of Net Profit and Net Loss. (a) Allocations of Net Profit and Net Loss. Except as provided in Section 4.2(b), Net Profit and Net Loss for each Fiscal Year (or portion thereof) shall be allocated between the Partners in proportion to their Percentage Interests.
Allocations of Net Profit and Net Loss. A. Net Loss. Net Loss shall be allocated to the Members in -------- proportion to their Membership Interest. Notwithstanding the previous sentence, loss allocations to a Member shall be made only to the extent that such loss allocations will not create a deficit Capital Account balance for that Member in excess of an amount, if any, equal to such Member's share of Company Minimum Gain that would be realized on a foreclosure of the Company's property. Any loss not allocated to a Member because of the foregoing provision shall be allocated to the other Members (to the extent the other Members are not limited in respect of the allocation of losses under this Section 5.2A). Any loss reallocated under this Section 5.2A shall be taken into account in computing subsequent allocations of income and losses pursuant to this Article V, so that the net amount of any item so allocated and the income and losses allocated to each Member pursuant to this Article V, to the extent possible, shall be equal to the net amount that would have been allocated to each such Member pursuant to this Article V if no reallocation of losses had occurred under this Section 5.2A. Notwithstanding any other provision of this Agreement, Local Partner shall not be responsible for funding any portion, proration or allocation of any operating loss incurred by the Company beyond or exceeding its initial capital contribution.
B. Net Profit. Net Profit shall be allocated to the Members in ---------- proportion to their Membership Interests.
Allocations of Net Profit and Net Loss. The Net Profit and Net Loss of Premier LP for any relevant fiscal period shall be allocated and credited to the Capital Accounts of the General Partner and of the Limited Partners holding Class B Common Units in the aggregate, in proportion to the numbers of Common Units held. Allocations made to the holders of Class B Common Units in the aggregate shall be divided among such holders in accordance with the Allocation and Distribution Methodology set forth in Exhibit 5, as in effect from time to time.
Allocations of Net Profit and Net Loss. All net profits and net -------------------------------------- losses of the Company and all other items of income, deduction, credit or other items having effect for tax purposes shall be allocated to Northeast as the sole Member of the Company.
Allocations of Net Profit and Net Loss. Except as otherwise provided in this Agreement, including Section 4.3, Net Profits and Net Losses (and, to the extent necessary, individual items of income, gain, loss, deduction or credit of the Company) shall be allocated among the Capital Accounts of the Members in a manner such that, after such allocations have been made, the balance of each Member’s Capital Account is, as nearly as possible, equal to (a) the amount that would be distributed to such Member if the Company were to sell all of its assets for the Book Value thereof, satisfy all of its liabilities in cash in accordance with their terms (limited with respect to each nonrecourse liability to the Book Value of the assets securing such liability), and distribute all remaining or resulting cash pursuant to Section 13.2 (assuming all Units are fully vested for this purpose), minus (b) the Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, and (without duplication) the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets. Notwithstanding the foregoing, the Managing Member in its sole discretion shall make allocations for tax purposes as may be needed to ensure that allocations are in accordance with the interests of the Members within the meaning of the Code and Treasury Regulations.
Allocations of Net Profit and Net Loss. Except as otherwise provided in this Agreement, including Section 4.3, Net Profits and Net Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Company) shall be allocated among the Capital Accounts of the Members in a manner such that, after such allocations have been made, the balance of each Member’s Capital Account (which may be a positive, negative or zero balance) will equal the amount that would be distributed to such Member, determined as if (a) the Company were to sell all of its assets for their then book values (as maintained by the Company for purposes of, and as maintained pursuant to, the capital account maintenance provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)); and (b) the net proceeds thereof were distributed to the Members pursuant to the terms of this Agreement (after the payment of all actual indebtedness of the Company, and any other liabilities related to the Company’s assets, limited, in the case of nonrecourse liabilities, to the book value of the collateral securing or otherwise available to satisfy such liabilities). Notwithstanding the foregoing, the Managing Member may adjust the allocations to the Members pursuant to this Article in its discretion so as to conform as nearly as practicable with the related distributions and expected distributions pursuant to this Agreement, and the Managing Member may take into account whatever facts and circumstances the Managing Member determines are relevant in exercising such discretion (including unrealized gains or losses or expected accruals of preferred return).
Allocations of Net Profit and Net Loss. The Net Profit and Net Loss of the Company for any relevant fiscal period shall be allocated and credited to the Capital Accounts of the Members in proportion with their Percentage Interests.
Allocations of Net Profit and Net Loss. After giving effect to the special allocations set forth in Sections 7.3(b), (c), (d), (e), (f), (g), (h), and (j), Net Profit and Net Loss for any taxable year or other applicable period shall be allocated as set forth below.
(i) Net Profit shall be allocated:
(A) First, 99% to the Limited Partners (in proportion to the number of Units held by each Limited Partner as compared to the aggregate Units held by all Limited Partners) and 1% to the General Partner, to the extent of the LP Target Distribution Amount;
(B) Second, 100% to the General Partner until its Capital Account balance equals 40% of the Partners’ aggregate Capital Account balance, taking into account any proposed distributions and allocations for the current taxable year or other applicable period; and
(C) Thereafter, 60% to the Limited Partners (in proportion to the number of Units held by each Limited Partner as compared to the aggregate Units held by all Limited Partners), and 40% to the General Partner.
(ii) Net Loss shall be allocated:
(A) First, 60% to the Limited Partners (in proportion to the number of Units held by each Limited Partner as compared to the aggregate Units held by all Limited Partners) and 40% to the General Partner, until the cumulative amount of Net Loss allocated pursuant to this Section 7.3(a)(ii)(A) for the current taxable year or other applicable period and all previous taxable years or other applicable periods is equal to the cumulative amount of Net Profit allocated to each of the Partners pursuant to Section 7.3(a)(i)(C) for all previous taxable years or other applicable periods;
(B) Second, to the General Partner, until the aggregate amount of Net Loss allocated pursuant to this Section 7.3(a)(ii)(B) for the current taxable year or other applicable period and all previous taxable years or other applicable periods is equal to the cumulative amount of Net Profit allocated to the General Partner pursuant to Section 7.3(a)(i)(B) for all previous taxable years or other applicable periods;
(C) Thereafter, 99% to the Limited Partners (in proportion to the number of Units held by each Limited Partner as compared to the aggregate Units held by all Limited Partners) and 1% to the General Partner.
(iii) Notwithstanding anything to the contrary in Section 7.3(a), no Partner shall be allocated any Net Loss for any taxable year or other applicable period to the extent that such allocation would result in such Partners having an Adjusted Capital Account Deficit as of the end...
Allocations of Net Profit and Net Loss. (a) Allocations of Net Profit and Net Loss. Except as provided in -------------------------------------- Section 4.2(b), Net Profit and Net Loss for each Fiscal Year (or portion thereof) shall be allocated between the Partners in proportion to their Percentage Interests.
(b) Allocations of Net Profit and Net Loss Following Dissolution. ------------------------------------------------------------ Notwithstanding Section 4.2(a), following the dissolution of the Partnership pursuant to Section 11.1, beginning in the Fiscal Year in which such dissolution occurs or beginning in any Fiscal Year prior to the Fiscal Year in which such dissolution occurs if the Partnership's Federal income tax return for such prior Fiscal Year has not yet been required to be filed (not including extensions), items of income and gain, loss, and deduction shall be allocated between the Partners so as to cause the credit balances in the Partners' Capital Accounts to be in proportion to their Percentage Interests.
