Common use of Basic Allocations Clause in Contracts

Basic Allocations. (a) Except as provided in Sections 5.02 below (which shall be applied first), Net Profits of the LLC for any relevant period shall be allocated as follows: (i) First, to any Members having negative Adjusted Capital Account balances, in proportion to and to the extent of such negative balances; and (ii) The balance, if any, to the Members in such proportions and in such amounts as would result in the Adjusted Capital Account balance of each Member equaling, as nearly as possible, such Member's share of the then LLC Capital determined by calculating the amount the Member would receive if an amount equal to the LLC Capital were distributed to the Members in accordance with the provisions of Section 4.02 hereof, other than clause (a) thereof. (b) Except as provided in Sections 5.02 below (which shall be applied first), Net Losses of the LLC for any relevant period shall be allocated among the Members as follows: (i) First, to each Member with a positive Adjusted 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 Adjusted Capital Account balances of all Members having positive Adjusted Capital Account balances, then the Net Losses shall be allocated to the Members in such proportions and in such amounts as would result in the Adjusted Capital Account balance of each Member equaling, as nearly as possible, such Member's share of the then LLC Capital determined as set forth in Section 5.01(a) above; and (ii) The balance, if any, to the Members in accordance with their Percentage Interests. (c) If the amount of Net Profits allocable to the Members pursuant to Section 5.01(a)(ii) or the amount of Net Losses allocable to them pursuant to Section 5.01(b)(i) is insufficient to allow the Adjusted Capital Account balance of each Member to equal such Member's share of the LLC Capital, such Net Profits or Net Losses shall be allocated among the Members in such a manner as to decrease the differences between the Members' respective Adjusted Capital Account balances and their respective shares of the LLC Capital in proportion to such differences. (d) Allocations of Net Profits and Net Losses provided for in this Section 5.01 shall generally be made as of the end of the fiscal year of the LLC; PROVIDED, HOWEVER, that allocations of items of Net Profits and Net Losses described in clause (vi) of the definition of "Net Profits" and "Net Losses" shall be made at the time deemed realized as described in the definition of "Capital Account."

Basic Allocations. (a) Except as provided in Sections 5.02 Section 5.03 below (which shall be applied first), Net Profits of the LLC Company for any relevant period shall be allocated as follows: (i) First, to any Members having negative Adjusted Capital Account balances, in proportion to and to the extent of such negative balances; and (ii) The balance, if any, to the Members in such proportions and in such amounts as would result in the Adjusted Capital Account balance of each Member equaling, as nearly as possible, such Member's share being positive to the extent of the then LLC Capital determined by calculating the amount the of cash that such Member would receive if the Company sold all of its property for an amount of cash equal to the LLC Capital book value (as determined pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)) of such property (reduced, but not below zero, by the amount of nonrecourse debt to which such property is subject) and all of the cash of the Company remaining after payment of all liabilities (other than nonrecourse liabilities) of the Company were distributed to in liquidation immediately following the Members end of such taxable year in accordance with the provisions of Section 4.02 hereof, other than clause (a) thereof10.03. (b) Except as provided in Sections 5.02 Section 5.03 below (which shall be applied first), Net Losses of the LLC Company for any relevant period shall be allocated among the Members as follows: (i) First, to each Member with a positive Adjusted 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 Adjusted Capital Account balances of all Members having positive Adjusted Capital Account balances, then the Net Losses shall be allocated to the Members in such proportions and in such amounts as would result in the Adjusted Capital Account balance of each Member equaling, as nearly as possible, such Member's share of the then LLC Company Capital determined as set forth in Section 5.01(a5.02(a)(ii) above; and (ii) The balance, if any, to the Members in accordance with proportion to their Percentage Interestsrespective holdings of Units. (c) If the amount of Net Profits allocable to the Members pursuant to Section 5.01(a)(ii5.02(a)(ii) or the amount of Net Losses allocable to them pursuant to Section 5.01(b)(i5.02(b)(i) is insufficient to allow the Adjusted Capital Account balance of each Member to equal such Member's share of the LLC Company Capital, such Net Profits or Net Losses shall be allocated among the Members in such a manner as to decrease the differences between the Members' respective Adjusted Capital Account balances and their respective shares of the LLC Company Capital in proportion to such differences. (d) Allocations of Net Profits and Net Losses provided for in this Section 5.01 5.02 shall generally be made as of the end of the fiscal year of the LLCCompany; PROVIDEDprovided, HOWEVERhowever, that allocations of items of Net Profits and Net Losses described in clause (vi) of the definition of "“Net Profits" ” and "“Net Losses" ” shall be made at the time deemed realized as described in the definition of "“Capital Account."”

Basic Allocations. (a) Except as provided in Sections Section 5.02 below (which shall be applied first), Net Profits of the LLC for any relevant period shall be allocated as follows: (i) First, to any Members having negative Adjusted Capital Account balances, in proportion to and to the extent of such negative balances; and (ii) The balance, if any, to the Members in such proportions and in such amounts as would result in the Adjusted Capital Account balance of each Member equaling, as nearly as possible, such Member's share of the then LLC Capital determined by calculating the amount the Member would receive if an amount equal to the LLC Capital were distributed to the Members in accordance with the provisions of Section 4.02 4.01 hereof, other than clause (a) thereof. (b) Except as provided in Sections Section 5.02 below (which shall be applied first), Net Losses of the LLC for any relevant period shall be allocated among the Members as follows: (i) First, to each Member with a positive Adjusted 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 Adjusted Capital Account balances of all Members having positive Adjusted Capital Account balances, then the Net Losses shall be allocated to the Members in such proportions and in such amounts as would result in the Adjusted Capital Account balance of each Member equaling, as nearly as possible, such Member's share of the then LLC Capital determined as set forth in Section 5.01(a) above; and (ii) The balance, if any, to the Members in accordance with proportion to their respective Percentage Interests. (c) If the amount of Net Profits allocable to the Members pursuant to Section 5.01(a)(ii) or the amount of Net Losses allocable to them pursuant to Section 5.01(b)(i) is insufficient to allow the Adjusted Capital Account balance of each Member to equal such Member's share of the LLC Capital, such Net Profits or Net Losses shall be allocated among the Members in such a manner as to decrease the differences between the Members' respective Adjusted Capital Account balances and their respective shares of the LLC Capital in proportion to such differences. (d) Allocations of Net Profits and Net Losses provided for in this Section 5.01 shall generally be made as of the end of the fiscal year of the LLC; PROVIDED, HOWEVER, that allocations of items of Net Profits and Net Losses described in clause (vi) of the definition of "Net Profits" and "Net Losses" shall be made at the time deemed realized as described in the definition of "Capital Account."

Basic Allocations. (a) Except as provided in Sections 5.02 Section 2.05 below (which shall be applied first), Net Profits of the LLC Partnership for any relevant period shall be allocated as follows: (i) First, to any Members Partners having negative Adjusted Capital Account balances, in proportion to and to the extent of such negative balances; and (ii) The balance, if any, to the Members Partners in such proportions and in such amounts as would result in the Adjusted Capital Account balance of each Member Partner equaling, as nearly as possible, such MemberPartner's share of the then LLC Partnership Capital determined by calculating the amount the Member Partner would receive if an amount equal to the LLC Partnership Capital were distributed to the Members Partners in accordance with the provisions of Section 4.02 3.01(b) hereof, other than clause (a) thereof.. -4- 87 (b) Except as provided in Sections 5.02 Section 2.05 below (which shall be applied first), Net Losses of the LLC Partnership for any relevant period shall be allocated among the Members Partners as follows: (i) First, to each Member Partner with a positive Adjusted 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 Adjusted Capital Account balances of all Members Partners having positive Adjusted Capital Account balances, then the Net Losses shall be allocated to the Members Partners in such proportions and in such amounts as would result in the Adjusted Capital Account balance of each Member Partner equaling, as nearly as possible, such MemberPartner's share of the then LLC Partnership Capital determined as set forth in Section 5.01(a2.04(a) above; and (ii) The balance, if any, 100% to the Members in accordance with their Percentage InterestsNew General Partner. (c) If the amount of Net Profits allocable to the Members Partners pursuant to Section 5.01(a)(ii2.04(a)(ii) or the amount of Net Losses allocable to them pursuant to Section 5.01(b)(i2.04(b)(i) is insufficient to allow the Adjusted Capital Account balance of each Member Partner to equal such MemberPartner's share of the LLC Partnership Capital, such Net Profits or Net Losses shall be allocated among the Members Partners in such a manner as to decrease the differences between the MembersPartners' respective Adjusted Capital Account balances and their respective shares of the LLC Partnership Capital in proportion to such differences. (d) Allocations of Net Profits and Net Losses provided for in this Section 5.01 2.04 shall generally be made as of the end of the fiscal year of the LLCPartnership; PROVIDEDprovided, HOWEVERhowever, that allocations of items of Net Profits and Net Losses described in clause (vi) of the definition of "Net Profits" and "Net Losses" shall be made at the time deemed realized as described in the definition of "Capital AccountSection 2.03."

Basic Allocations. (a) Except as provided in Sections 5.02 Section 5.03 below (which shall be applied first), Net Profits of the LLC Company for any relevant period shall be allocated as follows: (i) First, to any Members having negative Adjusted Capital Account balances, in proportion to and to the extent of such negative balances; and (ii) The balance, if any, to the Members in such proportions and in such amounts as would result in the Adjusted Capital Account balance of each Member equaling, as nearly as possible, such Member's ’s share of the then LLC Company Capital determined by calculating the amount the Member would receive if an amount equal to the LLC Company Capital were distributed to the Members in accordance with the provisions of Section 4.02 hereof10.03(b), other than clause assuming, for purposes of this Section 5.02 only, that each class and (aif applicable) thereofSeries of Units entitled to convert into Common Units as of immediately prior to such distribution did so convert at such time if such conversion would result in the holders of Units of such class and (if applicable) Series receiving a greater proportion of Company Capital upon such distribution. (b) Except as provided in Sections 5.02 Section 5.03 below (which shall be applied first), Net Losses of the LLC Company for any relevant period shall be allocated among the Members as follows: (i) First, to each Member with a positive Adjusted 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 Adjusted Capital Account balances of all Members having positive Adjusted Capital Account balances, then the Net Losses shall be allocated to the such Members in such proportions and in such amounts as would result in the Adjusted Capital Account balance of each Member equaling, as nearly as possible, such Member's ’s share of the then LLC Company Capital determined as set forth in Section 5.01(a5.02(a)(ii) above; and (ii) The balance, if any, to the Members in accordance with proportion to their Percentage Interestsrespective holdings of Units (on an As-Converted Basis). (c) If the amount of Net Profits allocable to the Members pursuant to Section 5.01(a)(ii5.02(a)(ii) or the amount of Net Losses allocable to them pursuant to Section 5.01(b)(i5.02(b)(i) is insufficient to allow the Adjusted Capital Account balance of each Member to equal such Member's share of the LLC Company Capital, such Net Profits or Net Losses shall be allocated among the Members in such a manner as to decrease the differences between the Members' ’ respective Adjusted Capital Account balances and their respective shares of the LLC Company Capital in proportion to such differences. (d) Allocations of Net Profits and Net Losses provided for in this Section 5.01 5.02 shall generally be made as of the end of the fiscal year of the LLCCompany; PROVIDEDprovided, HOWEVERhowever, that allocations of items of Net Profits and Net Losses described in clause (vi) of the definition of "“Net Profits" ” and "“Net Losses" ” shall be made at the time deemed realized as described in the definition of "“Capital Account."”