Common use of Allocations of Net Profits and Net Losses Clause in Contracts

Allocations of Net Profits and Net Losses. Except as otherwise provided in this Agreement, after giving effect to the special allocations in Section 6.04, Net Profits, Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction, of the Company, without duplication, for any Fiscal Year or other period shall be allocated to the Members as follows: (i) first, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu to the extent of and in proportion to the distribution of Net Cash Flow to such Members with respect to their Class A Units, Class B Units, Class C Units and/or LTIP Units in accordance with Section 5.01(a)(i); (ii) second, to the LTIP Unitholders pro rata to the extent of the distribution of Net Cash Flow to the LTIP Unitholder with respect to its LTIP Units pursuant to Section 5.01(a)(ii); and (iii) thereafter, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with each such Member’s respective Percentage Interest; provided, however, that for the avoidance of doubt, Net Losses, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first, to the Partners holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with each such Member’s respective Percentage Interest with respect to such Class A Units, Class B Units, Class C Units and/or LTIP Units until such Members have received cumulative allocations of Net Losses equal to the cumulative amount of Net Income allocated to them pursuant to this Section 6.03(a)(iii), (B) second, to the LTIP Unitholders to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Member pursuant to Section 6.03(a)(ii), and (C) thereafter, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata, to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Member pursuant to Section 6.03(a)(i) until each such Member’s Capital Account with respect to their Class A Units, Class B Units, Class C Units and/or LTIP Units has been reduced to zero, but not below zero (provided further, however, that if the Capital Account of one or more such Members, but not all such Members, has been reduced to zero, any remaining Net Losses, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in the same manner as in this Section 6.03(a)(iii)(C) until the Capital Account of all such Members with respect to such Class A Units, Class B Units, Class C Units and/or LTIP Units has been reduced to zero).

Allocations of Net Profits and Net Losses. Except as otherwise provided in this Agreement, after giving effect to After the special allocations in Section 6.04required by Sections 6.3 through 6.9 hereof have been made, Net Profits, Profits and Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction, of the Company, without duplication, for any Fiscal Year or other period shall be allocated to among the Members as follows: (a) Net Profits shall be allocated to the Members (i) first, to the Members holding Class A Unitseach Member, Class B Unitsin proportion to, Class C Units and/or LTIP Units pro rata and pari passu to the extent of and in proportion of, the amounts by which the aggregate amount distributed to each Member pursuant to Section 7.1 exceeds the distribution aggregate amount of Net Cash Flow Income allocated to such Members with respect Member pursuant to their Class A Units, Class B Units, Class C Units and/or LTIP Units in accordance with this Section 5.01(a)(i6.2(a)(i); ; (ii) second, to the LTIP Unitholders pro rata to extent of, and in proportion to, the extent of amount by which the distribution aggregate amount of Net Cash Flow Losses allocated to the LTIP Unitholder with respect to its LTIP Units each Member pursuant to Section 5.01(a)(ii); and (iii6.2(b) thereafter, to exceeds the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with each such Member’s respective Percentage Interest; provided, however, that for the avoidance of doubt, Net Losses, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first, to the Partners holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with each such Member’s respective Percentage Interest with respect to such Class A Units, Class B Units, Class C Units and/or LTIP Units until such Members have received cumulative allocations of Net Losses equal to the cumulative aggregate amount of Net Income allocated to them each Member pursuant to this Section 6.03(a)(iii6.2(a)(ii), until each Member has been allocated sufficient Net Profit to reverse the prior Net Losses allocated to such Member; and (Biii) secondthereafter, 90% to the LTIP Unitholders EOI and 10% to the extent of and OASIS, unless distributions are then being made pursuant to Section 7.1(c), in a manner that has the effect of reversing the which case all further allocations of Net Income pursuant to such Member this Section 6.2(a)(iii) shall be made 99% to OASIS and 1% to EOI, or unless distributions are then being made pursuant to Section 6.03(a)(ii7.1(d), and (C) thereafter, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata, to the extent of and in a manner that has the effect of reversing the which case all further allocations of Net Income to such Member pursuant to this Section 6.03(a)(i6.2(a)(iii) until each such Member’s Capital Account with respect shall be made to their Class A Units, Class B Units, Class C Units and/or LTIP Units has been reduced to zero, but not below zero EOI. (provided further, however, that if the Capital Account of one or more such Members, but not all such Members, has been reduced to zero, any remaining b) Net Losses, and to the extent necessary, individual item of loss or deduction Losses shall be allocated to the remaining Members holding Class A Units(i) first, Class B Unitsto the extent of, Class C Units and/or LTIP Units and in proportion to, the same manner as in amounts (if any) by which the aggregate amount of Net Income allocated to each Member pursuant to Section 6.2(a)(iii) exceeds the aggregate amount of Net Loss allocated to each Member pursuant to this Section 6.03(a)(iii)(C6.2(b)(i); and (ii) until the Capital Account thereafter, 90% to EOI and 10% to OASIS, unless distributions are then being made pursuant to Section 7.1(c), in which case all further allocations of Net Losses pursuant to this Section 6.2(b)(ii) shall be made 99% to OASIS and 1% to EOI, or unless distributions are then being made pursuant to Section 7.1(d), in which case all such Members with respect further allocations of Net Losses pursuant to such Class A Units, Class B Units, Class C Units and/or LTIP Units has been reduced this Section 6.2(b)(ii) shall be made to zero)EGLOBE.

Allocations of Net Profits and Net Losses. Except as otherwise provided in this Agreement, after giving effect to the special allocations in Section 6.04, Net Profits, Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction, of the Company, without duplication, for any Fiscal Year or other period shall be allocated to the Members as follows: (i) first, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu to the extent of and in proportion to the distribution of Net Cash Flow to such Members with respect to their Class A Units, Class B Units, Class C Units and/or LTIP Units in accordance with Section 5.01(a)(i); (ii) second, to the LTIP Unitholders pro rata to the extent of the distribution of Net Cash Flow to the LTIP Unitholder Unitholders with respect to its LTIP Units pursuant to Section 5.01(a)(ii); and (iii) thereafter, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with each such Member’s respective Percentage Interest; provided, however, that for the avoidance of doubt, Net Losses, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first, to the Partners holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with each such Member’s respective Percentage Interest with respect to such Class A Units, Class B Units, Class C Units and/or LTIP Units until such Members have received cumulative allocations of Net Losses equal to the cumulative amount of Net Income allocated to them pursuant to this Section 6.03(a)(iii), (B) second, to the LTIP Unitholders to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Member pursuant to Section 6.03(a)(ii), and (C) thereafter, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata, to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Member pursuant to Section 6.03(a)(i) until each such Member’s Capital Account with respect to their Class A Units, Class B Units, Class C Units and/or LTIP Units has been reduced to zero, but not below zero (provided further, however, that if the Capital Account of one or more such Members, but not all such Members, has been reduced to zero, any remaining Net Losses, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units in the same manner as in this Section 6.03(a)(iii)(C) until the Capital Account of all such Members with respect to such Class A Units, Class B Units, Class C Units and/or LTIP Units has been reduced to zero).

Allocations of Net Profits and Net Losses. (i) Except as otherwise provided in this Agreement, after giving effect to the special allocations in Section 6.048.3(f) below (which shall be applied first), Net Profits, Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction, Profits of the Company, without duplication, LLC for any Fiscal Year or other relevant period shall be allocated as follows: (A) First, to any Members having negative Capital Account balances, in proportion to and to the extent of such negative balances; and (B) The balance, if any, to the Members in such proportions and in such amounts as would result in the Capital Account balance of each member equaling, as nearly as possible, the amount the Member would receive if the LLC's assets were distributed to the Members in accordance with the provisions of Section 8.4(c). (ii) Except as provided in Section 8.3(f) below (which shall be applied first), Net Losses of the LLC for any relevant period shall be allocated among the Members as follows: (iA) firstFirst, to each Member with a positive Capital Account balance, in the amount of such positive balance; provided, however, that if the amount of Net Losses to be allocated is less than the sum of the Capital Account balances of all Members having positive Capital Account balances, then the Net Losses shall be allocated to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu to the extent of in such proportions and in proportion to such amounts as would result in the distribution Capital Account balance of Net Cash Flow to each Member equaling, as nearly as possible, such Members with respect to their Class A Units, Class B Units, Class C Units and/or LTIP Units in accordance with Section 5.01(a)(i); (ii) second, to the LTIP Unitholders pro rata to the extent Member's share of the distribution of Net Cash Flow to the LTIP Unitholder with respect to its LTIP Units pursuant to LLC's assets determined as set forth in Section 5.01(a)(ii)8.3(e)(i) above; and (iii) thereafterThe balance, if any, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with proportion to their respective holdings of Shares (regardless of class). (iv) If the amount of Net Profits allocable to the Members pursuant to Section 8.3(e)(i)(B) or the amount of Net Losses allocable to them pursuant to Section 8.3(e)(ii)(A) is insufficient to allow the Capital Account balance of each member to equal such Member’s 's share of the LLC's assets, such Net Profits or Net Losses shall be allocated among the Members in such manner as to decrease the differences between the Members' respective Percentage InterestCapital Account balances and their respective shares of the LLC's assets in proportion to such differences. (v) Allocations of Net Profits and Net Losses provided for in this Section 8.3 shall generally be made as of the end of the fiscal year of the LLC; provided, however, that for allocations of items of Net Profits and Net Losses described in clause (vi) of the avoidance definition of doubt, "Net Profits" and "Net Losses, and to the extent necessary, individual items of loss or deductions " shall be allocated (A) first, to made at the Partners holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with each such Member’s respective Percentage Interest with respect to such Class A Units, Class B Units, Class C Units and/or LTIP Units until such Members have received cumulative allocations of Net Losses equal to the cumulative amount of Net Income allocated to them pursuant to this Section 6.03(a)(iii), (B) second, to the LTIP Unitholders to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Member pursuant to Section 6.03(a)(ii), and (C) thereafter, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata, to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Member pursuant to Section 6.03(a)(i) until each such Member’s Capital Account with respect to their Class A Units, Class B Units, Class C Units and/or LTIP Units has been reduced to zero, but not below zero (provided further, however, that if the Capital Account of one or more such Members, but not all such Members, has been reduced to zero, any remaining Net Losses, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units time deemed realized as described in the same manner as in this Section 6.03(a)(iii)(C) until the definition of "Capital Account of all such Members with respect to such Class A Units, Class B Units, Class C Units and/or LTIP Units has been reduced to zero)Account."

Allocations of Net Profits and Net Losses. Except as otherwise provided in this Agreement, after giving effect to the special allocations in Section 6.04, Net Profits, Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction, of the Company, without duplication, for any Fiscal Year or other period shall be allocated to the Members as follows: (i) first, to the Members holding LTIP Units to the extent of and in proportion to the distribution of Net Cash Flow to such Members with respect to their LTIP Units in accordance with Section 5.01(a)(i); (ii) second, to the Members holding Class A Units, Class B Units, Units and/or Class C Units and/or LTIP Units pro rata and pari passu to the extent of and in proportion to the distribution of Net Cash Flow to such Members with respect to their Class A Units, Class B Units, Units and/or Class C Units and/or LTIP Units in accordance with Section 5.01(a)(i); (iiiii) secondthird, to the LTIP Unitholders pro rata to the extent of the distribution of Net Cash Flow to the LTIP Unitholder Unitholders with respect to its LTIP Units pursuant to Section 5.01(a)(ii); and (iiiiv) thereafter, to the Members holding Class A Units, Class B C Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with each such Member’s respective Percentage Interest; provided, however, that for the avoidance of doubt, Net Losses, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first, to the Partners holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with each such Member’s respective Percentage Interest with respect to such Class A Units, Class B Units, Class C Units and/or LTIP Units until such Members have received cumulative allocations of Net Losses equal to the cumulative amount of Net Income allocated to them pursuant to this Section 6.03(a)(iii6.03(a)(iv), (B) second, to the LTIP Unitholders to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Member pursuant to Section 6.03(a)(ii), and (C6.03(a)(iii),(C) thereafterthird, to the Members holding Class A Units, Class B Units, Units and/or Class C Units and/or LTIP Units pro rata, to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Member Members pursuant to Section 6.03(a)(i6.03(a)(ii) until each such Member’s Capital Account with respect to their Class A Units, Class B Units, Units and/or Class C Units and/or LTIP Units has been reduced to zero, but not below zero (provided further, however, that if the Capital Account of one or more such Members, but not all such Members, has been reduced to zero, any remaining Net Losses, and to the extent necessary, individual item of loss or deduction shall be allocated to the remaining Members holding Class A Units, Class B Units, Units and/or Class C Units and/or LTIP Units in the same manner as in this Section 6.03(a)(iii)(C6.03(a)(iv)(C) until the Capital Account of all such Members with respect to such Class A Units, Class B Units, Units and/or Class C Units and/or has been reduced to zero), and (D) thereafter, to the Members holding LTIP Units to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Members pursuant to Section 6.03(a)(i) until each such Member’s Capital Account with respect to their LTIP Units has been reduced to zero), but not below zero.