Common use of Capital Account Deficits Clause in Contracts

Capital Account Deficits. Except as otherwise provided in this Section 6.1(d)(xiii), the General Partner shall not be allocated its portion of any item of Net Losses to the extent that such allocation would cause or increase a deficit balance in the General Partner’s Adjusted Capital Account. Any item of Net Losses or portion thereof which, but for the limitation in the first sentence of this Section 6.1(d)(xiii), would be allocated to the General Partner, shall be allocated to the Class B Unitholders having positive balances in their Adjusted Capital Accounts, to the extent of and in proportion to such positive balances, provided that if the Adjusted Capital Account of all of the Class B Unitholders have been reduced to zero, any remaining Net Losses shall be allocated to the General Partner. If Net Losses have been allocated to the Class B Unitholders pursuant to this Section 6.1(d)(xiii) for any taxable year, then Net Income for each subsequent taxable year and all items of income, gain, loss and deduction taken into account in computing Net Income for such taxable year shall be allocated 100% to such Class B Unitholders in proportion to such Net Losses previously allocated to them before any allocation of Net Income pursuant to Section 6.1(a) until the aggregate Net Income allocated to them pursuant to this Section 6.1(d)(xiii) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to them pursuant to this Section 6.1(d)(xiii) for all previous taxable years.

Appears in 3 contracts

Samples: Tc Pipelines Lp, Tc Pipelines Lp, Tc Pipelines Lp

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Capital Account Deficits. Except as otherwise provided in this Section 6.1(d)(xiii6.1(d)(v), the General Partner shall not be allocated its portion of any item of Net Losses to the extent that such allocation would cause or increase a deficit balance in the General Partner’s 's Adjusted Capital Account. Any item of Net Losses or portion thereof which, but for the limitation in the first sentence of this Section 6.1(d)(xiii6.1(d)(v), would be allocated to the General Partner, shall be allocated Pro Rata to the each holder of Class B Unitholders Units having a positive balances balance in their its Adjusted Capital AccountsAccount, to the extent of and in proportion to such positive balancesbalance, provided that if the Adjusted Capital Account Accounts of all holders of the Class B Unitholders Units have been reduced to zero, any remaining Net Losses Loss shall be allocated to the General Partner. If Net Losses have been allocated to the any holder of Class B Unitholders Units pursuant to this Section 6.1(d)(xiii6.1(d)(v) for any taxable year, then Net Income for each subsequent taxable year and all items of income, gain, loss and deduction taken into account in computing Net Income for such taxable year shall be allocated 100% to such holder of Class B Unitholders in proportion to such Net Losses previously allocated to them Units and before any allocation allocations of Net Income pursuant to Section 6.1(a), in an amount equal to the aggregate Net Losses allocated to such holder pursuant to this Section 6.1(d)(v) for all previous taxable years until the aggregate Net Income allocated to them such holder pursuant to this Section 6.1(d)(xiii6.1(d)(v) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to them such holder pursuant to this Section 6.1(d)(xiii6.1(d)(v) for all previous taxable years.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Cheniere Energy Partners, L.P.), Cheniere Energy Partners, L.P.

Capital Account Deficits. Except as otherwise provided in this Section 6.1(d)(xiii6.1(d)(v), the General Partner shall not be allocated its portion of any item of Net Losses to the extent that such allocation would cause or increase a deficit balance in the General Partner’s Adjusted Capital Account. Any item of Net Losses or portion thereof which, but for the limitation in the first sentence of this Section 6.1(d)(xiii6.1(d)(v), would be allocated to the General Partner, shall be allocated Pro Rata to the each holder of Class B Unitholders Units having a positive balances balance in their its Adjusted Capital AccountsAccount, to the extent of and in proportion to such positive balancesbalance, provided that if the Adjusted Capital Account Accounts of all holders of the Class B Unitholders Units have been reduced to zero, any remaining Net Losses Loss shall be allocated to the General Partner. If Net Losses have been allocated to the any holder of Class B Unitholders Units pursuant to this Section 6.1(d)(xiii6.1(d)(v) for any taxable year, then Net Income for each subsequent taxable year and all items of income, gain, loss and deduction taken into account in computing Net Income for such taxable year shall be allocated 100% to such holder of Class B Unitholders in proportion to such Net Losses previously allocated to them Units and before any allocation allocations of Net Income pursuant to Section 6.1(a), in an amount equal to the aggregate Net Losses allocated to such holder pursuant to this Section 6.1(d)(v) for all previous taxable years until the aggregate Net Income allocated to them such holder pursuant to this Section 6.1(d)(xiii6.1(d)(v) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to them such holder pursuant to this Section 6.1(d)(xiii6.1(d)(v) for all previous taxable years.

Appears in 2 contracts

Samples: Fourth (Cheniere Energy Partners, L.P.), Agreement

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Capital Account Deficits. Except as otherwise provided in this Section 6.1(d)(xiii6.1(d)(v), the General Partner shall not be allocated its portion of any item of Net Losses to the extent that such allocation would cause or increase a deficit balance in the General Partner’s Adjusted Capital Account. Any item of Net Losses or portion thereof which, but for the limitation in the first sentence of this Section 6.1(d)(xiii6.1(d)(v), would be allocated to the General Partner, shall be allocated Pro Rata to the each holder of Class B Unitholders Units having a positive balances balance in their its Adjusted Capital AccountsAccount, to the extent of and in proportion to such positive balancesbalance, provided that if the Adjusted Capital Account Accounts of all holders of the Class B Unitholders Units have been reduced to zero, any remaining Net Losses Loss shall be allocated to the General PartnerPartnerSection 6.1(d). If Net Losses have been allocated to the any holder of Class B Unitholders Units pursuant to this Section 6.1(d)(xiii6.1(d)(v) for any taxable year, then Net Income for each subsequent taxable year and all items of income, gain, loss and deduction taken into account in computing Net Income for such taxable year shall be allocated 100% to such holder of Class B Unitholders in proportion to such Net Losses previously allocated to them Units and before any allocation allocations of Net Income pursuant to Section 6.1(a), in an amount equal to the aggregate Net Losses allocated to such holder pursuant to this Section 6.1(d)(v) for all previous taxable years until the aggregate Net Income allocated to them such holder pursuant to this Section 6.1(d)(xiii6.1(d)(v) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to them such holder pursuant to this Section 6.1(d)(xiii6.1(d)(v) for all previous taxable years.

Appears in 1 contract

Samples: Cheniere Energy Partners, L.P.

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