Allocations of Profit and Loss. Whenever a proportionate part of the Company’s Profit and Loss is allocated to the Member, every item of income, gain, loss, deduction and credit entering into the computation of such Profit or Loss applicable to the period during which such Profit or Loss was realized shall be allocated to the Member.
Allocations of Profit and Loss. Except as otherwise provided in this Article 5, Profits and Losses for each Fiscal Period shall be allocated to the Members as set forth below in this Section:
(a) Subject to Section 5.1(b), Section 5.1(c) and Section 5.1(d), Profits or Losses for each Fiscal Period, after taking into account all distributions made in such Fiscal Period, shall be allocated to the Members in amounts that would result, to the greatest extent possible, in Adjusted Capital Account balances for each Member being equal to the amount required to be distributed pursuant to Section 5.3(c)(iii) to such Member as a result of a Deemed Liquidation Event in accordance with the priority and manner provided therein on a hypothetical liquidation of the Company. In determining the amounts distributable to the Members under Section 5.3(c)(iii) upon a hypothetical liquidation, it shall be presumed that (i) all of the Company’s remaining assets are sold at their respective Gross Asset Value, (ii) all Company liabilities are satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the asset securing such liability), and (iii) the proceeds of such hypothetical sale are applied and distributed in accordance with Section 5.3(c)(iii) hereof.
(b) The Losses allocated in accordance with Section 5.1(a) shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Period. All Losses in excess of such limitation shall be allocated to the Members who would not have an Adjusted Capital Account Deficit as a result of such allocation (pro rata in proportion to the excess of each such Member’s Capital Account balance over the amount of such allocations that would cause such Member to have an Adjusted Capital Account Deficit). Once all of the Members have been allocated enough Losses that the allocation of any additional Losses would either create or increase an Adjusted Capital Account Deficit for all of the Members, any additional Losses shall be allocated among the Members owning Units on a Per Unit Pro Rata Basis.
Allocations of Profit and Loss. All items of income, gain, loss, deduction and credit shall be allocated among the Member(s) in accordance with their Percentage Interests (as indicated on Schedule A attached hereto).
Allocations of Profit and Loss. Except as stated in Article 3 of Appendix A, all Profit and Loss of the Company shall be allocated among the Capital Accounts of the Members in accordance with this Section 4.1.
IV.1.1. Profit for any fiscal year shall be allocated to the Members in the following order and priority:
(a) First, to each Member holding Common Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Sections 4.1.2(e), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(a);
(b) Second, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to:
(i) prior to the Triggering Event with respect to such Units, the excess of (1) the aggregate amount previously distributed to such Member pursuant to Section 4.3.1(a), over (2) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(b); and,
(ii) after the Triggering Event with respect to such Units, the excess of (1) the sum of the Accrued Preferred Return of such Member and the aggregate amount of Loss previously allocated to such Member pursuant to Section 4.1.2(d), over (2) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(b);
(c) Third, to each Member holding Convertible Preferred Units, in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(c), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(c);
(d) Fourth, to XXXX (or its Permitted Transferee(s)), in an amount equal to, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(b), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(d);
(e) Fifth, to each Member holding Profits Interest Units and/or Common Units, in an amount equal, and in proportion to, the excess, if any, of (i) the aggregate amount of Loss previously allocated to each such Member pursuant to Section 4.1.2(a), over (ii) the aggregate amount of Profit previously allocated to such Member pursuant to this Section 4.1.1(c); and
(f) Thereafter, to each Member holding vested Profits Interest Units and/or Common Units, in propo...
Allocations of Profit and Loss. Profit and Loss for a taxable year of the Company, and each item thereof, shall be allocated among the Members, Pro Rata.
Allocations of Profit and Loss. Subject to the provisions of Section 3.1, Section 3.2, Section 3.3, Section 3.4, and Section 3.5, hereof, all items of Profit and Loss realized by the Company during each fiscal year shall be allocated among the Members (after giving effect to all adjustments attributable to all contributions and distributions of money and property effected during such year) in the manner prescribed in this Section 3.1.
Allocations of Profit and Loss. Profit and Loss for any fiscal year of the Company shall be allocated among the Members in accordance with their Ownership Percentages from time to time.
Allocations of Profit and Loss. Subject to the special allocations set forth in Section 4.02(a)(ii), the Profits or Losses (or items of income, gain, loss, or deduction, as may be necessary) for a fiscal year, or other relevant period, shall be allocated among the Members in such a manner that, as of the end of such period and to the extent possible with respect to each Member, such Member’s Adjusted Capital Account shall be equal to the amount that would be distributed to such Member under this Agreement if the Company were to, (A) liquidate the assets of the Company for an amount equal to the Adjusted Asset Value of such property as of the end of such fiscal year or other relevant period, (B) all liabilities of the Company are satisfied (limited in the case of any nonrecourse loan to an amount equal to the Adjusted Asset Value of any property securing loan), and (C) distribute the proceeds in liquidation in accordance with Section 8.03(d)(iv) of this Agreement.
Allocations of Profit and Loss. Profit and Loss for a taxable year of the Company, and each item thereof, shall be allocated among the Members on a PRO RATA basis on account of the percentage of Membership Interests held by each Member.
Allocations of Profit and Loss. As of the end of each fiscal year of the Company, or at the time any allocation is determined to be necessary by the Members, Net Profits or Net Losses shall be allocated as follows:
(a) Except as provided in Sections 5.2(b) and 5.3 below, any allocation required by this Section 5.2 to be made to the Members shall be allocated among the Members in proportion to their respective Percentage Interests.
(b) With respect to the allocation of Net Losses or Net Profits pursuant to this Section 5.2 among the Members for any fiscal year in which an additional or substitute Member is admitted to the Company or there is an adjustment to the Percentage Interests during such fiscal year, all Net Losses or Net Profits so allocable shall be allocated in a manner which takes into account the varying Percentage Interests during such fiscal year based on an accounting convention chosen by the Members. In no event shall a retroactive allocation of Net Losses be made pursuant to this Section 5.2.