Allocations of Net Profits. AND NET LOSSES AND DISTRIBUTIONS
17.01 Allocations of Net Profit and Net Loss.
A. Net Loss. Net Loss shall be allocated to the Members in proportion to their Percentage Interests. 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 (I)if such loss allocations do not also create deficit Capital Account balances to all other Member(s), and (2) in excess of an amount if any, equal to such Member's share of Company Minimum Gain. Any loss not allocated to a Member because of the foregoing provision shall be allocated to the other Members (to the extent that other Members are not limited in respect of the allocation of losses under this Section 17.01 A). Any loss reallocated under this Section 17.01 A shall be taken into account in computing subsequent allocations of income and losses pursuant to this Article 17, so that the net amount of any item so allocated and the income and losses allocated to each Member pursuant to this Article 17, to the extent possible, shall be equal to the net amount that would have been allocated to each such Member pursuant to this Article 17 if no reallocation of losses had occurred under this Section 17.01A.
Allocations of Net Profits. After giving effect to the special allocations set forth in Sections 6.3 and 6.5 herein, Net Profits for any Allocation Period shall be allocated to the Members as follows:
6.1.1 For any Allocation Period ending prior to the Class B Common Change Date, if the Company has Combined Book Losses for such Allocation Period, then:
(a) to each of the Common Members (including the Class A Common Members) other than the Class B Common Members, in an amount equal to (i) the amount of Net Profits, multiplied by (ii) such Common Member's Percentage Interest; and
(b) in addition to the amount allocated to the Class A Common Members pursuant to Section 6.1.1(a), to the Class A Common Members, to be allocated among them in proportion to their Percentage Interests, in an amount equal to (i) the amount of Net Profits, multiplied by (ii) the Class B Common Members' aggregate Percentage Interests.
6.1.2 For any Allocation Period ending after the Class B Common Change Date, if the Company has Combined Book Losses for such Allocation Period, then to each of the Common Members in accordance with such Common Member's Percentage Interest.
6.1.3 For any Allocation Period ending after the Class B Common Measuring Date, if the Company has Combined Book Profits for such Allocation Period and if there is any Special Allocation Amount as of the beginning of such Allocation Period, then:
(a) to each of the Common Members (including the Class A Common Members) other than the Class B Common Members, in an amount equal to (i) the amount of Net Profits, multiplied by (ii) such Common Member's Percentage Interest;
(b) in addition to the amount allocated to the Class A Common Members pursuant to Section 6.1.3(a), to the Class A Common Members, to be allocated among them in proportion to their Percentage Interests, in an amount equal to (i) the amount of Net Profits, multiplied by (ii) the product of the Class B Common Members' aggregate Percentage Interests and the Special Allocation Amount Ratio; provided, however, that the allocation of Net Profits pursuant to this Section 6.1.3(b) shall be subject to Section 6.4; and
(c) to the Class B Common Members, to be allocated among them in proportion to their Percentage Interests, in an amount equal to (i) the amount of Net Profits multiplied by the Class B Common Members' aggregate Percentage Interests, minus (ii) the amount of Net Profits allocated to the Class A Common Members pursuant to Section 6.1.3(b)
Allocations of Net Profits. After giving effect to the allocations described in Sections 10.4, 10.5, and 10.6 hereof, the Net Profits of the Company for each Fiscal Year shall be allocated for both book and tax purposes as follows:
(a) First, to the extent that Net Losses have been allocated to the Members under Section 10.3 for any prior Fiscal Year, Net Profits shall be allocated to the Members in proportion to and to the extent of the excess, if any, of the aggregate Net Losses allocated to such Members under Section 10.3 over the aggregate Net Profits previously allocated to such Members under this Section 10.1(a);
(b) Second, to the extent that Net Losses have been allocated to the Members under Section 10.2 for any prior Fiscal Year, Net Profits shall be allocated to the Members in the inverse order of priority to the manner in which such Net Losses were allocated, in proportion to and to the extent of the excess, if any, of the aggregate Net Losses allocated to such Members under Section 10.2 over the aggregate Net Profits previously allocated to such Members under this Section 10.1(b);
(c) Third, to the Class B Member to the extent of the excess, if any, of the aggregate amounts of distributions made to such Class B Member pursuant to Sections 9.1(a) and (b) and 9.2(a), (c) and (d) over the aggregate Net Profits previously allocated to such Class B Member pursuant to this Section 10.1(c) and Sections 10.1(f);
(d) Fourth, to the Class A Members in proportion to and to the extent of the respective excesses, if any, of the aggregate amounts of distributions made to such Class A Members pursuant to Sections 9.1(c) and 9.2(e) over the aggregate Net Profits previously allocated to such Class A Members pursuant to this Section 10.1(d) and Section 10.1(g);
(e) Fifth, to the Class B Member to the extent of the excess, if any, of the aggregate amounts of distributions made to such Class B Member pursuant to Section 9.1(d) over the aggregate Net Profits previously allocated to such Class B Member pursuant to this Section 10.1(e) and Section 10.1(h);
(f) Sixth, to the Class B Member to the extent of the Unpaid Class B Member First Preferred Return;
(g) Seventh, to the Class A Members in proportion to and to the extent of their respective Unpaid Class A Member Preferred Returns;
(h) Eighth, to the Class B Member to the extent of the Unpaid Class B Member Second Preferred Return; and
(i) Ninth, the remainder to the Class A Members in proportion to their respective Membership Interests.
Allocations of Net Profits. AND NET LOSSES AND DISTRIBUTIONS
Allocations of Net Profits. Subject to Section 7.4, the Net Profit of the Company shall be allocated among the Members ratably in accordance with their Percentage Interests.
Allocations of Net Profits. After giving effect to the special allocations set forth in Section 6.3, all Net Profits for any Fiscal Year (or other period) shall be allocated to the Unitholders in proportion to their respective Percentage Interests.
Allocations of Net Profits. AND NET LOSSES FROM OPERATIONS - Except as may be required by section 704(c) of the Code net profits, net losses, and other items of income, gain, loss, deduction and credit shall be apportioned among the Members in proportion to their Sharing Ratios.
Allocations of Net Profits. AND NET LOSSES 8
5.1 General Allocation of Net Profits and Losses 8 5.2 Tax-Related Provisions 9 ARTICLE 6
Allocations of Net Profits. Except as may be required by § 704(c) of the Code, and Section 5.3 of this Article 5, Net Profits and other items of income and gain shall be allocated among the Members as follows:
(a) First, to the Members with Section 5.4(a) Amounts in excess of their Adjusted Capital Account Balances, to make the Adjusted Capital Account Balances of such Members equal their respective Section 5.4(a) Amounts (pro rata in proportion to the differences between each such Member’s Section 5.4(a) Amount and its then Adjusted Capital Account Balance);57 56 Note the distinction between “allocations” and “distributions”. In general, “tax items” are “allocated”, while cash and property is “distributed”. With that in mind, this single article is sometimes divided into two articles, entitled “Allocations” and “Distributions”.
Allocations of Net Profits. AND LOSSES Subject to the provisions of this Article, the Net Profits and losses of the Venture (including any net “book” gains of the Venture resulting from a Capital Event) shall be allocated to the Venturers in the following priority: A. NET PROFITS (1) First, to those Venturers with negative Capital Accounts, between them in proportion to the ratio of their negative Capital Account balances, until no Venturer has a negative Capital Account. (2) Thereafter, to the Venturers, pro-rata, based on their respective Venture interests as set forth in Section 5.2 hereof. B. NET LOSSES (1) Subject to the provisions of this Article VI, Net Losses of the Venture (including any net “book” loss of the Venture resulting from a Capital Event) shall be allocated to the Venturers, pro rata, based upon their respective Venture interests as set forth herein.
