Common use of Allocations to Capital Accounts Clause in Contracts

Allocations to Capital Accounts. (a) Subject to other provisions of this Article VIII, for each fiscal year, the Fund’s items of income, gain, loss, and deduction comprising Net Profit and Net Loss shall be allocated among the Limited Partners in such a manner that, immediately after giving effect to such allocations, each Limited Partner’s Target Capital Account balance, taking into account all contributions by such Limited Partner and distributions to such Limited Partner, equals, as nearly as possible, the amount of cash, if any, that would be distributed to such Limited Partner if (i) all the Fund’s assets were sold for cash equal to their respective Gross Asset Values, reduced, but not below zero, by the amount of nonrecourse debt to which such assets are subject, (ii) all the Fund’s liabilities (other than nonrecourse liabilities) were paid in full, and (iii) all the remaining cash were distributed to the Limited Partners under Section 8.2(a). (b) Nonrecourse deductions (within the meaning of Treasury Regulations Section 1.704‑2(b)(1)), tax credits, and other items the allocation of which cannot have economic effect shall be allocated to the Limited Partners in accordance with their respective Capital Contributions. (c) Notwithstanding anything in Section 8.6 to the contrary, in the event that a Limited Partner withdraws all or part of its Capital Account (including by reason of death), the Board of Directors may, in its sole discretion, specially allocate items of Fund gain or loss to that Limited Partner for tax purposes to reduce the amount, if any, by which the amount distributable to the Limited Partner upon the withdrawal differs from that Limited Partner’s tax basis for its withdrawn interest, or otherwise reduce any discrepancy between amounts previously allocated to the Limited Partner’s Capital Account and amounts previously allocated to that Limited Partner for U.S. federal income tax purposes.

Allocations to Capital Accounts. (a) Subject to other provisions of this Article VIII, for each fiscal year, the FundCompany’s items of income, gain, loss, and deduction comprising Net Profit and Net Loss shall be allocated among the Limited Partners Members in such a manner that, immediately after giving effect to such allocations, each Limited PartnerMember’s Target Capital Account balance, taking into account all contributions by such Limited Partner Member and distributions to such Limited PartnerMember, equals, as nearly as possible, the amount of cash, if any, that would be distributed to such Limited Partner Member if (i) all the FundCompany’s assets were sold for cash equal to their respective Gross Asset Values, reduced, but not below zero, by the amount of nonrecourse debt to which such assets are subject, (ii) all the FundCompany’s liabilities (other than nonrecourse liabilities) were paid in full, and (iii) all the remaining cash were distributed to the Limited Partners Members under Section 8.2(a) (disregarding the proviso in Section 8.2(a)(ii)(C) hereof). (b) Nonrecourse deductions (within the meaning of Treasury Regulations Section 1.704‑2(b)(1)), tax credits, and other items the allocation of which cannot have economic effect shall be allocated to the Limited Partners Members in accordance with their respective Capital Contributions. (c) Notwithstanding anything in Section 8.6 to the contrary, in the event that a Limited Partner Member withdraws all or part of its Capital Account (including by reason of death), the Board of Directors Managers may, in its sole discretion, specially allocate items of Fund Company gain or loss to that Limited Partner Member for tax purposes to reduce the amount, if any, by which the amount distributable to the Limited Partner Member upon the withdrawal differs from that Limited PartnerMember’s tax basis for its withdrawn interest, or otherwise reduce any discrepancy between amounts previously allocated to the Limited PartnerMember’s Capital Account and amounts previously allocated to that Limited Partner Member for U.S. federal income tax purposes.

Allocations to Capital Accounts. (a) Subject to other provisions of this Article VIII, for each fiscal year, the Fund’s items of income, gain, loss, and deduction comprising Net Profit and Net Loss shall be allocated among the Limited Partners in such a manner that, immediately after giving effect to such allocations, each Limited Partner’s Target Capital Account balance, taking into account all contributions by such Limited Partner and distributions to such Limited Partner, equals, as nearly as possible, the amount of cash, if any, that would be distributed to such Limited Partner if (i) all the Fund’s assets were sold for cash equal to their respective Gross Asset Values, reduced, but not below zero, by the amount of nonrecourse debt to which such assets are subject, (ii) all the Fund’s liabilities (other than nonrecourse liabilities) were paid in full, and (iii) all the remaining cash were distributed to the Limited Partners under Section 8.2(a) (disregarding the proviso in Section 8.2(a)(ii)(C) hereof). (b) Nonrecourse deductions (within the meaning of Treasury Regulations Section 1.704‑2(b)(1)), tax credits, and other items the allocation of which cannot have economic effect shall be allocated to the Limited Partners in accordance with their respective Capital Contributions. (c) Notwithstanding anything in Section 8.6 to the contrary, in the event that a Limited Partner withdraws all or part of its Capital Account (including by reason of death), the Board of Directors may, in its sole discretion, specially allocate items of Fund gain or loss to that Limited Partner for tax purposes to reduce the amount, if any, by which the amount distributable to the Limited Partner upon the withdrawal differs from that Limited Partner’s tax basis for its withdrawn interest, or otherwise reduce any discrepancy between amounts previously allocated to the Limited Partner’s Capital Account and amounts previously allocated to that Limited Partner for U.S. federal income tax purposes.

Allocations to Capital Accounts. (a) Subject to other provisions of this Article VIII, for each fiscal year, the FundCompany’s items of income, gain, loss, and deduction comprising Net Profit and Net Loss shall be allocated among the Limited Partners Members in such a manner that, immediately after giving effect to such allocations, each Limited PartnerMember’s Target Capital Account balance, taking into account all contributions by such Limited Partner Member and distributions to such Limited PartnerMember, equals, as nearly as possible, the amount of cash, if any, that would be distributed to such Limited Partner Member if (i) all the FundCompany’s assets were sold for cash equal to their respective Gross Asset Values, reduced, but not below zero, by the amount of nonrecourse debt to which such assets are subject, (ii) all the FundCompany’s liabilities (other than nonrecourse liabilities) were paid in full, and (iii) all the remaining cash were distributed to the Limited Partners Members under Section 8.2(a). (b) Nonrecourse deductions (within the meaning of Treasury Regulations Section 1.704‑2(b)(1)), tax credits, and other items the allocation of which cannot have economic effect shall be allocated to the Limited Partners Members in accordance with their respective Capital Contributions. (c) Notwithstanding anything in Section 8.6 to the contrary, in the event that a Limited Partner Member withdraws all or part of its Capital Account (including by reason of death), the Board of Directors Managers may, in its sole discretion, specially allocate items of Fund Company gain or loss to that Limited Partner Member for tax purposes to reduce the amount, if any, by which the amount distributable to the Limited Partner Member upon the withdrawal differs from that Limited PartnerMember’s tax basis for its withdrawn interest, or otherwise reduce any discrepancy between amounts previously allocated to the Limited PartnerMember’s Capital Account and amounts previously allocated to that Limited Partner Member for U.S. federal income tax purposes.