Capital Account Allocations Sample Clauses

Capital Account Allocations. A separate Capital Account shall be established and maintained with respect to the Series G Preferred Interest, with adjustments thereto and other allocations of Partnership items made consistent with the Regulations and the advice of the Partnership's independent accountants.

Capital Account Allocations. (a) Except as provided in Section 10.2(h), as of the last calendar day of each Accounting Period, the Capital Account of each Shareholder shall initially be credited to reflect the Net Profit or debited to reflect the Net Loss of the Trust during such Accounting Period, pro rata in proportion to the Shareholders’ respective Capital Account balances at the beginning of the Accounting Period. All calculations of Net Profit and Net Loss shall be made after deduction for all general, administrative, and other operating expenses of the Trust and any amounts necessary, in the Trustee’s sole discretion, as appropriate reserves therefor. (b) Notwithstanding anything to the contrary contained herein, no allocation of Net Loss shall be made pursuant to this Section 10.2 to a Capital Account of any Shareholder to the extent that it would cause or increase a deficit balance in such Capital Account as of the end of the Accounting Period to which the allocation relates. Solely for purposes of this Section 10.2(b), the balance of a Shareholder’s Capital Account shall be reduced by the amounts described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). (c) Notwithstanding anything to the contrary contained herein, any Shareholder that unexpectedly receives an allocation or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that creates or increases a deficit balance in the Shareholder’s Capital Account shall be allocated items of gross income and gain for Capital Account purposes in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the deficit balance as quickly as possible. Any amounts allocated pursuant to this Section 10.2(c) for any Accounting Period shall be excluded from Net Profit or Net Loss for the Accounting Period. (d) If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of U.S. Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Trust taxable year, the Shareholders shall be specially allocated items of Trust income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to U.S. Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with U.S. Treasury Regulations Section 1.704-...

Capital Account Allocations. Except as provided in Section 5.1(c) and Appendix B hereto, for Capital Account purposes, all items of income, gain, loss and deduction shall be allocated among the Partnership Unit Holders in accordance with their Percentage Interests, provided that: (a) if and to the extent the allocation of any loss or deduction to the Preferred Unit Holders would cause the Capital Account balance in respect of any Preferred Unit outstanding at the time to fall below the sum of (i) until the occurrence of the Preferred Units Preference Condition, the Preferred Unit Preference Amount, (ii) any Pre-IPO Accrued and Undistributed Profits allocated to such Preferred Unit and (iii) any Post-IPO Accrued and Undistributed Profits allocated to such Preferred Unit, the allocation of such loss or deduction otherwise allocable to the Preferred Unit Holders will instead be allocated to the Other Unit Holders having positive Capital Account balances in proportion to their Percentage Interests, provided that no losses or deductions shall be allocated pursuant to this Section 7.1(a) to any Other Unit Holder if and to the extent such allocation would cause the Capital Account balance in respect of any GP Unit or Common Unit outstanding at the time to fall below the sum of (i) any Pre-IPO Accrued and Undistributed Profits allocated to such Partnership Unit and (ii) any Post-IPO Accrued and Undistributed Profits allocated to such Partnership Unit, and (b) to the extent any distributions are adjusted pursuant to Section 6.1(e) or returned pursuant to the Unit and Share Purchase Agreement, an amount of income that otherwise would have been allocated to Contributing Partners whose distributions were reduced or returned shall instead be allocated in an amount equal to such reduction or return to Non-Contributing Partners whose distributions were increased.

Capital Account Allocations. (a) The Profits or Losses of the Company shall be allocated among the Capital Accounts of the Members with respect to each Fiscal Year as of the end of such Fiscal Year in the proportion that the Units held by each Member bear to the Units held by all Members. Unless otherwise provided in this Agreement, every item of income, gain, loss and deduction entering into the computation of Profits or Losses shall be allocated to the Members in the same proportions as the allocation of Profits or Losses for that period. (b) Notwithstanding Section 12.1(a), the Board of Managers shall not allocate any item of loss or deduction to a Member that would cause or increase a deficit balance in such Member’s Capital Account in excess of any limited dollar amount of such deficit balance that such Member is obligated to restore as of the end of any Fiscal Year, taking into account the amounts and adjustments set forth in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)-(6) and shall make special allocations of the Profits or Losses of the Company among the Members as necessary to cause the allocations under this Section 12.1 to be respected under Code Section 704(b) and Treasury Regulations Section 1.704-1(b)(1). The Board of Managers shall, to the extent possible and in whatever manner it deems appropriate, make subsequent curative allocations of other items of income, gain, loss and deduction to offset any such special tax allocations. (c) Allocations under this Section 12.1 are intended to meet the alternate test for economic effect under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and, with respect to any allocations of nonrecourse deductions, are intended to meet the requirements of Treasury Regulations Section 1.704-2(e). A “qualified income offset,” a “minimum gain chargeback,” each as defined in the Treasury Regulations, and any such other provision that is necessary to cause the allocations under this Section 12.1 to meet such test and requirements are incorporated by reference into this Agreement. (d) The Board of Managers’ determination of allocations shall be binding upon all parties.

Capital Account Allocations. Except as otherwise provided in Section 4.3, and except to the extent prohibited by the Code and Treasury Regulations, profits and losses for any Fiscal Year will be allocated, after the hypothetical liquidation defined in the next sentence, among the Members in such a manner that, as of the end of such Fiscal Year, the sum of (a) such Member’s Capital Account, (b) such Member’s share of “partnership minimum gain” (as defined and determined in accordance with Treas. Reg. §§ 1.704-2(b)(2) and 1.704-2(d)), and (c) such Member’s share of “partner nonrecourse debt minimum gain” (as defined and determined in accordance with Treas. Reg. § 1.704-2(i)(2) and 1.704- 2(i)(3)), will be equal to the respective net amounts, positive or negative, that would be distributed to it pursuant to Section 12.2(b) or for which it would be liable to the Company under the Maryland Act. The allocation in the immediately preceding sentence will be determined as if the Company were first to liquidate the assets of the Company for an amount equal to their book values and distribute the proceeds of liquidation pursuant to Section 12.2.

Capital Account Allocations. Except as otherwise required by Section 9.2, Profit and Loss of the Company shall be allocated to the Members as of the close of business on the last day of any Fiscal Period in a manner that, after taking into account all Capital Contributions and Distributions during such Fiscal Period, causes, to the extent possible, the Capital Account balances of each Member to equal the amount such Member would receive as a distribution if all assets of the Company as of such date were sold for cash equal to their Carrying Values (assuming for this purpose only that the Carrying Value of an asset that secures a nonrecourse liability for purposes of Treasury Regulations Section 1.1001-2 is no less than the amount of such liability that is allocated to such asset in accordance with Treasury Regulations Section 1.704-2(d)(2)), all the Company’s liabilities were satisfied to the extent required by their terms and the net proceeds were distributed pursuant to Section 10.1(b), reduced by such Member’s share of Company Minimum Gain, as determined pursuant to Treasury Regulations Section 1.704-2(g) and Member Minimum Gain, as determined pursuant to Treasury Regulations Section 1.704-2(i)(5), in each case, as of the end of such Fiscal Period.

Capital Account Allocations. Except as otherwise provided in Section 4.3 or Section 4.4, and except to the extent prohibited by the Code and Treasury Regulations, Profits and Losses for any Fiscal Year will be initially allocated among the Unitholders in such a manner that, as of the end of such Fiscal Year, the sum of such Unitholder’s Capital Account, share of Minimum Gain and Partner Minimum Gain will be equal to the respective net amounts, positive or negative, that would be distributed to such Unitholder pursuant to Section 13.2(a)(iii) (assuming a hypothetical liquidation in which the Company liquidated the assets of the Company for an amount equal to their Book Value and distributed the liquidation proceeds pursuant to Section 13.2) or for which such Unitholder would be liable to the Company under the Delaware Act.

Capital Account Allocations. An account (a "Capital Account") --------------------------- --------------- shall be established for each Partner on the books of the Partnership, and the Partners' Capital Accounts shall be adjusted as set forth below. (a) A Partner's Capital Contribution shall be credited to its Capital Account when and as received by the Partnership. (b) All Short-Term Investment Income earned for any monthly period shall be credited to the Capital Accounts of each Partner (other than a Defaulting Partner) pro rata according to its respective Commitments. (c) For any period in which the Partnership has a Net Profit, such ---------- Net Profit shall be credited to the Partners' Capital Accounts in the following priority: (i) First, the Net Profit shall be credited 100% to the ----- Capital Accounts of all Partners pro rata according to their respective Commitments, but only to the extent that Net Losses previously have been allocated to the Partners' Capital Accounts pursuant to subparagraph (d)(v) ------------------- below and not offset by allocations of Net Profit under this subparagraph ------------ (i). --- (ii) Second, after the required amount of an allocation of such ------ Net Profit is made pursuant to subparagraph (i) above, the Net Profit shall ---------------- be credited 100% to the Capital Account of the Limited Partner, but only until the Limited Partner has received cumulative allocations of Net Profit under this subparagraph (ii) equal to the sum of the aggregate amount of ----------------- Extraordinary Expenses, Management Fees and Funded Expenses paid by the Limited Partner as of the date of allocation plus the aggregate amount of ---- Net Losses previously allocated to such Partner pursuant to subparagraph ------------ (d)(iv) below. ------- (iii) Third, after the required amount of an allocation of such ----- Net Profit is made pursuant to subparagraphs (i) and (ii) above, the Net ----------------- ---- Profit shall be credited 100% to the Capital Accounts of all Partners pro rata according to their respective Invested Capital Returns until each Partner has received cumulative allocations of Net Profit under this subparagraph (iii) equal to the sum of its aggregate Invested Capital ------------------ Return and the aggregate amount of Net Losses previously allocated pursuant to subparagraph (d)(iii) below. --------------------- (iv) Fourth, after the required amount of an allocation of such ------ Net Profit is made pursuant to subparagraphs (i), ...

Capital Account Allocations. For purposes of maintaining the Capital Accounts of the Participants and in determining the rights of the Participants among themselves, items of income, gain, loss, and deduction shall be allocated to the Participants as follows: (a) Except as otherwise provided below in this paragraph 7.1, actual or deemed income from the sale, exchange, distribution, or other disposition of production shall be allocated to the Participants in proportion to their Net Revenue Interests. The amount received from the sale of production taken in kind and the fair market value of such production taken in kind by the Participants are deemed to be identical; accordingly, such items may be omitted from the adjustments made to the Participants’ Capital Accounts. (b) Except as otherwise provided below in this paragraph 7.1, deductions attributable to exploration costs, IDCs and operating and maintenance costs shall be allocated to each Participant in accordance with its respective contribution, or obligation to contribute, to such costs, taking into account for such purpose its share of costs under the Agreement. (c) Depreciation and Loss with respect to any Property (other than oil and gas Properties) of the Tax Partnership will be allocated to the Participants in accordance with the amount each such Participant contributed to the cost of developing or acquiring such Property. (d) Simulated Depletion and Simulated Loss with respect to each oil and gas Property of the Tax Partnership will be allocated in accordance with the manner in which the Simulated Basis of such Property is allocated among the Participants. For this purpose, each Participant’s initial Simulated Basis in each oil and gas Property contributed to the Tax Partnership shall be the amount credited to each Participant’s Capital Account under paragraph 6.1 upon such contribution. (e) In the event that any Participant unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), items of Tax Partnership income and gain will be allocated to the Participant in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Participant as quickly as possible; provided that an allocation pursuant to this paragraph 7.1(e) will be made only if and to the extent that the Party would have an Adjusted Capital Account Deficit after all other a...

Capital Account Allocations. 7.1.1. After giving effect to the special allocations required by Section 7.4, if any, Net Profit and Net Loss for each Fiscal Year (or shorter accounting period selected by the General Partner) shall be as set forth in Sections 7.1.3 and 7.1.4 hereof. Each Partner shall have a Capital Account that shall be maintained in accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv) and shall be adjusted as set forth there and below. 7.1.2. A Partner’s Capital Contributions shall be credited to its Capital Account when and as received by the Partnership. 7.1.3. Net Profit shall initially be allocated Pro Rata among the Limited Partners and the General Partner. Any such Net Profit allocated to the General Partner pursuant to the previous sentence shall be credited to the General Partner’s Capital Account. Second, Net Profit that was initially allocated to the Limited Partners for any period in which the Partnership has Net Profit shall be credited to the Capital Accounts of the Limited Partners and the General Partner in the following priority: (a) First, Net Profit shall be credited 100% to the Capital Account of the Partners, but only to the extent that Net Losses previously have been allocated to such Partners’ Capital Accounts pursuant to Section 7.1.4 below and have not been offset by allocations of Net Profit under this Section 7.1.3(a). (b) Second, after the required amount of allocations of Net Profit are made pursuant to Section 7.1.3(a) above, the remainder of such Net Profit shall be credited (i) 80% to the Capital Accounts of the Partners and (ii) 20% to the Capital Account of the General Partner. 7.1.4. Net Loss shall initially be allocated Pro Rata between the General Partner and the Limited Partners. Any such Net Loss allocated to the General Partner pursuant to the pervious sentence shall be debited to the General Partner’s Capital Account. Second, Net Loss initially allocable to the Limited Partners for any period in which the Partnership has Net Loss shall be debited to the Capital Accounts of the Limited Partners and the General Partner in the following priority: (a) First, Net Loss shall be debited (i) 80% against the Capital Account of the Partners and (ii) 20% against the Capital Account of the General Partner, but only to the extent that the Net Profit previously has been allocated to such Partners’ Capital Accounts pursuant to Section 7.1.3(b) above and has not been offset by allocations of Net Loss under this Section 7....