Allocations of Profits or Losses. Except as may be required by the Internal Revenue Code of 1986, as amended, each item of income, gain, profit, loss, deduction or credit to the Company shall be allocated to the Member.
Allocations of Profits or Losses. (a) After giving effect to the Regulatory Allocations set forth in Section 6.4 and the special allocations set forth in Section 6.3(b), and except as provided in Section 6.3(c), for any Fiscal Year or other period, all Profits or Losses for such Fiscal Year or other period shall be allocated to the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (1) the distributions that would be made to such Member pursuant to Section 6.1 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all liabilities were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 6.1 to the Members immediately after making such allocation, minus, (2) such Member’s share of Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(g) and Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(i)(5), computed immediately prior to the hypothetical sale of assets.
Allocations of Profits or Losses. Except as otherwise required by Section 704(b) of the Code and Sections 4.4 and 4.5 hereof, Profits or Losses of the Company for any taxable year shall be allocated as follows:
Allocations of Profits or Losses. (a) After giving effect to the Regulatory Allocations set forth in Section 6.4, and except as provided in Section 6.3(b), for any Fiscal Year, all Profits or Losses for such Fiscal Year shall be allocated to the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (1) the distributions that would be made to such Member pursuant to Section 6.1 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all liabilities were satisfied (limited with respect to each non-recourse liability to the Book Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 6.1 to the Members immediately after making such allocation, minus, (2) such Member’s share of Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(g) and Member Nonrecourse Debt Minimum Gain determined pursuant to Treasury Regulation Section 1.704-2(i)(5), computed immediately prior to the hypothetical sale of assets.
Allocations of Profits or Losses. (a) After giving effect to the Regulatory Allocations set forth in Section 6.4 and the special allocations set forth in Section 6.3(b), and except as provided in Section 6.3(c), for any Fiscal Year or other period, all Profits or Losses for such Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests.
Allocations of Profits or Losses. After giving effect to the special allocations set forth in Section 5.03 and Section 5.04, Profits and Losses (and, to the extent necessary to achieve the resulting Capital Account balances described below, any allocable items of gross income, gain, loss and expense includible in the computation of Profits and Losses) for any Allocation Period shall be allocated to the Members pro rata in proportion to their respective Sharing Ratios.
Allocations of Profits or Losses. After giving effect to the special allocations set forth in Section 9.2 hereof, (a) Profits for any Fiscal Year shall be allocated (i) one hundred percent to Brandywine in respect of the Brandywine Preferred Return to the extent of the excess, if any, of the cumulative distributions received by Brandywine in respect of the Brandywine Preferred Return pursuant to Sections 10.1, 10.2 and 12.3.4 from the date the Brandywine Preferred Return calculation commences to the end of the Fiscal Year, over the cumulative amounts allocated to Brandywine pursuant to this Section 9.1 for all prior Fiscal Years, and (ii) thereafter to the Partners in accordance with their respective Percentage Interests, and (b) Losses for any Fiscal Year shall be allocated to the Partners in accordance with their respective Percentage Interests.
Allocations of Profits or Losses. After giving effect to the allocations provided in Sections 7.2 and 7.4, Profits and Losses for each Taxable Year will be allocated among the Members during such Taxable Year in such a manner that, as of the end of such Taxable Year, the sum of (a) the Capital Account of each such Member (as adjusted to reflect the allocations under Section 7.2 and all distributions through the end of such Taxable Year), plus (b) such Member’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain (computed immediately prior to the hypothetical sale of assets described below) and the amount such Member is treated as obligated to contribute to the Company (computed immediately after the hypothetical sale of assets described below) will, to the greatest extent possible, be equal to the respective net amount which would be distributed to such Member if the Company were to (i) sell all of the assets of the Company on hand at the end of such Taxable Year for an amount of cash equal to their Book Values, (ii) all liabilities of the Company were satisfied in cash in accordance with their terms (limited in the case of non-recourse liabilities to the Book Value of the property securing such liabilities), and then (iii) all remaining or resulting cash was distributed to the Members pursuant to Section 6.1.
Allocations of Profits or Losses. (a) Profits and Losses, and any items thereof, for any Fiscal Year or other period, shall be allocated among the Members in such manner that, as of the end of such period and to the extent possible, the Capital Account of each Member shall be equal, proportionately, to the amount that would be distributed to such Member if the Company were to (A) liquidate its assets for an amount equal to their Book Value and satisfy its liabilities (limited with respect to each Nonrecourse Liability to the Book Value of the assets securing such liability), and (B) distribute the net proceeds in accordance with Section 5.1. The Board shall have the discretion to adjust the allocations under this Section 5.3(a) (or make a guaranteed payment to any Member) to the extent necessary to effectuate the intended economic arrangement of the parties as set forth in this Agreement.
Allocations of Profits or Losses. (a) Profits and Losses for any Fiscal Year or other period, shall be allocated among the Members in such manner that, as of the end of such period and to the extent possible, the Capital Account of each Member shall be equal, proportionately, to the amount that would be distributed to such Member if the Company were to (A) liquidate its assets for an amount equal to their Book Value and (B) distribute the proceeds in accordance with Section 5.1. The Board shall have the discretion to adjust the allocations under this Section 5.3(a) (or make a guaranteed payment to any Member) to the extent necessary to effectuate the intended economic arrangement of the parties as set forth in this Agreement. Amended and Restated Limited Liability Company Agreement of AleAnna Energy, LLC 10
