Common use of Determination of Items Comprising Allocations Clause in Contracts

Determination of Items Comprising Allocations. (i) In the event that the Company has Profits for a taxable year, (A) for any Member whose Capital Account balance needs to be reduced pursuant to Section 4.2 hereof, the allocation required by Section 4.2 shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be reduced) of each of the Company's items of expense or loss entering into the computation of Profits for such taxable year to the extent necessary to eliminate to the maximum extent possible for the taxable year in question, the differential between their respective Partially Adjusted Capital Accounts and Target Capital Accounts; and (B) the allocation pursuant to Section 4.2 hereof in respect of each Member (other than a Member referred to in Section 4.2(b)(i)(A) hereof) shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be adjusted) of each Company item of income, gain, expense and loss entering into the computation of Profits for such taxable year (other than the portion of each Company item of expense and loss, if any, that is allocated pursuant to Section 4.2(b)(i)(A) hereof). (ii) In the event the Company has Losses for a taxable year, (A) for any Member whose Capital Account balance needs to be increased pursuant to Section 4.2 hereof, the allocation required by Section 4.2 shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be increased) of each of the Company's items of income and gain entering into the computation of Losses for such taxable year to the extent necessary to eliminate to the maximum extent possible for the taxable year in question, the differential between their respective Partially Adjusted Capital Accounts and Target Capital Accounts; and (B) the allocation pursuant to Section 4.2 hereof in respect of each Member (other than a Member referred to in Section 4.2(b)(ii)(A) hereof) shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be adjusted) of each Company item of income, gain, expense and loss entering into the computation of Losses for such taxable year (other than the portion of each Company item of income and gain, if any, that is allocated pursuant to Section 4.2(b)(ii)(A) hereof). (iii) To the maximum extent possible in each taxable year, the items of taxable income and gain that are required to be specially allocated among any Members who need to be allocated items of Profit under Section 4.2(b) shall be allocated among them in the same proportion as the total of all Profit items that need to be allocated among them under Section 4.2(b). Correspondingly, to the maximum extent possible in each taxable year, the items of tax-deductible items of expense and loss that are required to be specially allocated among all Members who need to be allocated items of Loss under Section 4.2(b) shall be allocated among them in the same proportion as the total of all Loss items that need to be allocated among them under Section 4.2(b). The purpose of this subsection is to assure that such taxable and tax-deductible items are fairly allocated among the Members each taxable year.

Determination of Items Comprising Allocations. (i) In the event that the Company has Profits Net Income for a taxable yearFiscal Year, (A) for any Member whose Capital Account balance needs as to be reduced whom the allocation pursuant to Section 4.2 hereof8.2.A hereof would reduce its Capital Account, the such allocation required by Section 4.2 shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be reduced) of each of the Company's items of expense or loss entering into the computation of Profits Net Income for such taxable year to the extent necessary to eliminate to the maximum extent possible for the taxable year in question, the differential between their respective Partially Adjusted Capital Accounts and Target Capital AccountsFiscal Year; and (B) the allocation pursuant to Section 4.2 8.2.A hereof in respect of each Member (other than a Member referred to in Section 4.2(b)(i)(A8.2.B(i)(A) hereof) shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be adjusted) of each Company item of income, gain, expense and loss entering into the computation of Profits Net Income for such taxable year Fiscal Year (other than the portion of each Company item of expense and loss, if any, that is allocated pursuant to Section 4.2(b)(i)(A8.2.B(i)(A) hereof). (ii) In the event that the Company has Losses a Net Loss for a taxable yearFiscal Year, (A) for any Member whose Capital Account balance needs as to be increased whom the allocation pursuant to Section 4.2 hereof8.2.A hereof would increase its Capital Account, the such allocation required by Section 4.2 shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be increased) of each of the Company's items of income and gain entering into the computation of Losses Net Loss for such taxable year to the extent necessary to eliminate to the maximum extent possible for the taxable year in question, the differential between their respective Partially Adjusted Capital Accounts and Target Capital AccountsFiscal Year; and (B) the allocation pursuant to Section 4.2 8.2.A hereof in respect of each Member (other than a Member referred to in Section 4.2(b)(ii)(A8.2.B(ii)(A) hereof) shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be adjusted) of each Company item of income, gain, expense and loss entering into the computation of Losses Net Loss for such taxable year Fiscal Year (other than the portion of each Company item of income and gain, if any, that is allocated pursuant to Section 4.2(b)(ii)(A8.2.B(ii)(A) hereof). (iii) To If the maximum extent possible allocation of Net Loss to a Member as provided in each taxable yearthis Section 8.2 would create or increase an Adjusted Capital Account Deficit, the items of taxable income and gain that are required to be specially allocated among any Members who need to be allocated items of Profit under Section 4.2(b) there shall be allocated among them in to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the same proportion as application of the total of all Profit items that need to preceding sentence, otherwise be allocated among them under Section 4.2(b). Correspondingly, to the maximum extent possible in each taxable year, the items of tax-deductible items of expense and loss that are required to be specially allocated among all Members who need to be allocated items of Loss under Section 4.2(b) such Member shall be allocated among them to the other Members in accordance with their relative Percentage Interests, subject to the same proportion as the total limitations of all Loss items that need to be allocated among them under Section 4.2(b). The purpose of this subsection is to assure that such taxable and tax-deductible items are fairly allocated among the Members each taxable year8.3 hereof.

Determination of Items Comprising Allocations. (i) In the event that the Company has Profits for a taxable year, (A) for any Member whose Capital Account balance needs to be reduced pursuant to Section 4.2 hereof, the allocation required by Section 4.2 shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be reduced) of each of the Company's ’s items of expense or loss entering into the computation of Profits for such taxable year to the extent necessary to eliminate to the maximum extent possible for the taxable year in question, the differential between their respective Partially Adjusted Capital Accounts and Target Capital Accounts; and (B) the allocation pursuant to Section 4.2 hereof in respect of each Member (other than a Member referred to in Section 4.2(b)(i)(A) hereof) shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be adjusted) of each Company item of income, gain, expense and loss entering into the computation of Profits for such taxable year (other than the portion of each Company item of expense and loss, if any, that is allocated pursuant to Section 4.2(b)(i)(A) hereof).. 10 (ii) In the event the Company has Losses for a taxable year, (A) for any Member whose Capital Account balance needs to be increased pursuant to Section 4.2 hereof, the allocation required by Section 4.2 shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be increased) of each of the Company's ’s items of income and gain entering into the computation of Losses for such taxable year to the extent necessary to eliminate to the maximum extent possible for the taxable year in question, the differential between their respective Partially Adjusted Capital Accounts and Target Capital Accounts; and (B) the allocation pursuant to Section 4.2 hereof in respect of each Member (other than a Member referred to in Section 4.2(b)(ii)(A) hereof) shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be adjusted) of each Company item of income, gain, expense and loss entering into the computation of Losses for such taxable year (other than the portion of each Company item of income and gain, if any, that is allocated pursuant to Section 4.2(b)(ii)(A) hereof). (iii) To the maximum extent possible in each taxable year, the items of taxable income and gain that are required to be specially allocated among any Members who need to be allocated items of Profit under Section 4.2(b) shall be allocated among them in the same proportion as the total of all Profit items that need to be allocated among them under Section 4.2(b). Correspondingly, to the maximum extent possible in each taxable year, the items of tax-deductible items of expense and loss that are required to be specially allocated among all Members who need to be allocated items of Loss under Section 4.2(b) shall be allocated among them in the same proportion as the total of all Loss items that need to be allocated among them under Section 4.2(b). The purpose of this subsection is to assure that such taxable and tax-deductible items are fairly allocated among the Members each taxable year.

Determination of Items Comprising Allocations. (i) In the event that the Company has Profits for a taxable year, (A) for any Member whose Capital Account balance needs to be reduced pursuant to Section 4.2 hereof, the allocation required by Section 4.2 shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be reduced) of each of the Company's ’s items of expense or loss entering into the computation of Profits for such taxable year to the extent 10 necessary to eliminate to the maximum extent possible for the taxable year in question, the differential between their respective Partially Adjusted Capital Accounts and Target Capital Accounts; and (B) the allocation pursuant to Section 4.2 hereof in respect of each Member (other than a Member referred to in Section 4.2(b)(i)(A) hereof) shall be comprised of a proportionate share (based upon the relative amounts their Capital Capital. Accounts need to be adjusted) of each Company item of income, gain, expense and loss entering into the computation of Profits for such taxable year (other than the portion of each Company item of expense and loss, if any, that is allocated pursuant to Section 4.2(b)(i)(A) hereof). (ii) In the event the Company has Losses for a taxable year, (A) for any Member whose Capital Account balance needs to be increased pursuant to Section 4.2 hereof, the allocation required by Section 4.2 shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be increased) of each of the Company's ’s items of income and gain entering into the computation of Losses for such taxable year to the extent necessary to eliminate to the maximum extent possible for the taxable year in question, the differential between their respective Partially Adjusted Capital Accounts and Target Capital Accounts; and (B) the allocation pursuant to Section 4.2 hereof in respect of each Member (other than a Member referred to in Section 4.2(b)(ii)(A) hereof) shall be comprised of a proportionate share (based upon the relative amounts their Capital Accounts need to be adjusted) of each Company item of income, gain, expense and loss entering into the computation of Losses for such taxable year (other than the portion of each Company item of income and gain, if any, that is allocated pursuant to Section 4.2(b)(ii)(A) hereof). (iii) To the maximum extent possible in each taxable year, the items of taxable income and gain that are required to be specially allocated among any Members who need to be allocated items of Profit under Section 4.2(b) shall be allocated among them in the same proportion as the total of all Profit items that need to be allocated among them under Section 4.2(b). Correspondingly, to the maximum extent possible in each taxable year, the items of tax-deductible items 11 of expense and loss that are required to be specially allocated among all Members who need to be allocated items of Loss under Section 4.2(b) shall be allocated among them in the same proportion as the total of all Loss items that need to be allocated among them under Section 4.2(b). The purpose of this subsection is to assure that such taxable and tax-deductible items are fairly allocated among the Members each taxable year.