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

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) The After giving effect to the special allocations set forth in Section 6.4(e) and Section 7.2 hereof, Net Profit and Net Loss of the Company, including each item of income, gain, loss and deduction, and credit Company for any Fiscal Year shall be allocated with respect to each Member by multiplying the Net Profit of the Company for any Fiscal Year (or portion thereofby a fraction, the numerator of which shall be the cumulative Net Losses allocated to the Member pursuant to Section 7.1(b) for all prior fiscal years and the denominator which shall be cumulative Net Losses allocated to all Members pursuant to Section 7.1(b) for all prior Fiscal Years. The balance of the Net Profits, if any, shall be allocated among the Members in accordance with proportion to their respective Interest PercentagesNon-Voting Percentage Interest. (b) Allocations for tax purposes shall be made in After giving effect to the same manner as the special allocations set forth under in Section 7.1(a); however 6.4(f) and Section 7.2 hereof, Net Losses of the following adjustments Company for any Fiscal Year shall be made and applied, allocated among the Members in proportion to the extent necessary, in a manner consistent with Treasury Regulation Section 1.704their Non-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 allocationVoting Percentage Interest. (c) If there is a charge in Notwithstanding the foregoing provisions of Section 7.1(b), the Net Losses allocated pursuant to Section 7.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member’s share Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the distributions or other items Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 7.1(b) hereof, the limitation set forth in this Section 7.1(c) shall be applied on a Member by Member basis so as to allocate the maximum permissible Net Loss amounts to each Member under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). All Net Loss amounts in excess of the Company during any Fiscal Year as a result of the Transfer (as defined hereinlimitation set forth in this Section 7.1(c) of an Interest, allocations among shall be allocated to the Members shall be made in accordance with proportion to their Interests in the Company from time to time during such Fiscal Year in accordance with Code Section 706, using the closingNon-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.Voting Percentage Interest

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 '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) The After giving effect to the special allocations set forth in Section 6.4(e) and Section 7.2 hereof, Net Profit and Net Loss of the CompanyCompany for any Fiscal Year shall be allocated: one hundred percent (100%) to the Members, including in proportion to and to the extent of (A) the cumulative Net Losses allocated to each item Member pursuant to Section 7.1(c) for all prior Fiscal Years, over (B) the cumulative Net Profits allocated to each Member pursuant to this Section 7.1(a)(ii) for all prior Fiscal Years; and (iii) the balance, if any, among the Members in proportion to their Percentage Interests. (b) After giving effect to the special allocations set forth in Section 6.4(e) and Section 7.2 hereof, Net Losses of income, gain, loss and deduction, and credit the Company for any Fiscal Year shall be allocated with respect among the Members in proportion to their Percentage Interests. (c) Notwithstanding the foregoing provisions of Section 7.1(b), the Net Losses allocated pursuant to Section 7.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 7.1(b) hereof, the limitation set forth in this Section 7.1(c) shall be applied on a Member by Member basis so as to allocate the maximum permissible Net Loss amounts to each Fiscal Year (or portion thereofMember under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). All Net Loss amounts in excess of the limitation set forth in this Section 7.1(c) among shall be allocated to the Members in accordance with their respective Interest PercentagesPercentage Interests. (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) The After giving effect to the special allocations set forth in Section 6.4(e) and Section 7.2 hereof, Net Profit and Net Loss of the CompanyCompany for any Fiscal Year shall be allocated: one hundred percent (100%) to the Members, including in proportion to and to the extent of (A) 16 the cumulative Net Losses allocated to each item Member pursuant to Section 7.1(c) for all prior Fiscal Years, over (B) the cumulative Net Profits allocated to each Member pursuant to this Section 7.1(a)(ii) for all prior Fiscal Years; and (iii) the balance, if any, among the Members in proportion to their Percentage Interests. (b) After giving effect to the special allocations set forth in Section 6.4(e) and Section 7.2 hereof, Net Losses of income, gain, loss and deduction, and credit the Company for any Fiscal Year shall be allocated with respect among the Members in proportion to their Percentage Interests. (c) Notwithstanding the foregoing provisions of Section 7.1(b), the Net Losses allocated pursuant to Section 7.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 7.1(b) hereof, the limitation set forth in this Section 7.1(c) shall be applied on a Member by Member basis so as to allocate the maximum permissible Net Loss amounts to each Fiscal Year (or portion thereofMember under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). All Net Loss amounts in excess of the limitation set forth in this Section 7.1(c) among shall be allocated to the Members in accordance with their respective Interest PercentagesPercentage Interests. (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) 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) The Net Losses allocated pursuant to Section 7.1(a) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any fiscal period. If some but not all Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to this Section 7.1(b)(ii), then the limitation set forth in this Section 7.1(b)(ii) shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses to each Member under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). With respect to each allocation period thereafter, 100% of Net Profit shall be allocated to the Members up to the aggregate of, and in proportion to, any Net Losses previously allocated to each Member in accordance with this Section 7.1(b)(ii) in the reverse order in which such Net Losses were allocated. (iii) Any special allocations pursuant to the preceding clause (iii) 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 change in any Member’s '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. (d) If the Internal Revenue Service successfully asserts an adjustment to the taxable income of a Member attributable to a transaction between the Member and the Company and, as a result of such adjustment, the Company is entitled to a deduction or reduction in income for Federal income tax purposes in excess of any gain recognized by the Company, such excess deduction shall be allocated to such Member or such reduced income shall be reflected in a reduction in income allocated to such Member. If the Internal Revenue Service successfully asserts an adjustment to the taxable income of the Company attributable to a transaction between the Member and the Company and, as a result of such adjustment, any Member is entitled to a deduction or reduction in income for Federal income tax purposes in excess of any gain recognized by such Member, the additional Company taxable income shall be allocated to such Member.

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 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 however, depreciation shall be deemed to accrue ratably ratably, on a daily basis basis, over the entire year during which the corresponding asset is owned by the Company.

Allocations of Net Profit and Net Loss. (a) The After giving effect to the special allocations set forth in Section 6.4(e) and Section 7.2 hereof, Net Profit and Net Loss of the CompanyCompany for any Fiscal Year shall be allocated: one hundred percent (100%) to the Members, including in proportion to and to the extent of (A) the cumulative Net Losses allocated to each item Member pursuant to Section 7.1(c) for all prior Fiscal Years, over (B) the cumulative Net Profits allocated to each Member pursuant to this Section 7.1(a)(ii) for all prior Fiscal Years; and (iii) the balance, if any, among the Members in proportion to their Percentage Interests. (b) After giving effect to the special allocations set forth in Section 6.5(e) and Section 7.2 hereof, Net Losses of income, gain, loss and deduction, and credit the Company for any Fiscal Year shall be allocated with respect among the Members in proportion to their Percentage Interests. (c) Notwithstanding the foregoing provisions of Section 7.1(b), the Net Losses allocated pursuant to Section 7.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 7.1(b) hereof, the limitation set forth in this Section 7.1(c) shall be applied on a Member by Member basis so as to allocate the maximum permissible Net Loss amounts to each Fiscal Year (or portion thereofMember under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). All Net Loss amounts in excess of the limitation set forth in this Section 7.1(c) among shall be allocated to the Members in accordance with their respective Interest PercentagesPercentage Interests. (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) 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 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 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) The After giving effect to the special allocations set forth in Section 6.4(e) and Section 7.2 hereof, Net Profit and Net Loss of the Company, including each item of income, gain, loss and deduction, and credit Company for any Fiscal Year shall be allocated with respect to each Member by multiplying the Net Profit of the Company for any Fiscal Year (or portion thereofby a fraction, the numerator of which shall be the cumulative Net Losses allocated to the Member pursuant to Section 7.1(b) for all prior fiscal years and the denominator which shall be cumulative Net Losses allocated to all Members pursuant to Section 7.1(b) for all prior Fiscal Years. The balance of the Net Profits, if any, shall be allocated among the Members in accordance with proportion to their respective Interest PercentagesPercentage Interest. (b) Allocations for tax purposes shall be made in After giving effect to the same manner as the special allocations set forth under in Section 7.1(a); however 6.4(f) and Section 7.2 hereof, Net Losses of the following adjustments Company for any Fiscal Year shall be made and applied, allocated among the Members in proportion 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 allocationtheir Percentage Interest. (c) If there is a charge in Notwithstanding the foregoing provisions of Section 7.1(b), the Net Losses allocated pursuant to Section 7.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member’s share Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the distributions or other items Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 7.1(b) hereof, the limitation set forth in this Section 7.1(c) shall be applied on a Member by Member basis so as to allocate the maximum permissible Net Loss amounts to each Member under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). All Net Loss amounts in excess of the Company during any Fiscal Year as a result of the Transfer (as defined hereinlimitation set forth in this Section 7.1(c) of an Interest, allocations among shall be allocated to the Members shall be made in accordance with proportion to 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.Percentage Interest