DISPOSITION LOSS Sample Clauses
The Disposition Loss clause defines how losses are calculated and allocated when an asset or property is sold or otherwise disposed of. Typically, this clause outlines the method for determining the amount of loss, such as the difference between the asset's book value and its sale price, and specifies which party bears the financial impact. By clearly establishing the process for handling losses from asset disposition, this clause helps prevent disputes and ensures both parties understand their financial responsibilities in such events.
DISPOSITION LOSS. Subject to the allocations set forth in Sections 8.2, Disposition Loss shall be allocated to the Members as follows:
(A) First, to those Members with positive balances in their respective Capital Accounts in amounts equal to their respective Capital Account balances; provided, however, that if the amount of Disposition Loss to be allocated is less than the sum of the Capital Account balances of all Members having positive Capital Account balances, then the Disposition Loss shall be allocated to such Members in such proportions and in such amounts as would result in the Capital Account balance of each such Member equaling, as nearly as possible, the amount of the distribution that such Member would receive if an amount equal to the Member Capital were distributed to such Members pursuant to Section 8.4; and
(B) Any remaining Disposition Loss shall be allocated to the Members in accordance with their respective Membership Interests.
DISPOSITION LOSS. In the event that, in any Fiscal Year, the Company realizes, or is deemed to realize, loss (determined by reference to Gross Asset Value immediately prior to the event triggering such loss) from an Extraordinary Event or from an adjustment to the Gross Asset Value of any assets of the Company, such loss ("DISPOSITION LOSS") shall be allocated (as of the end of such Fiscal Year, but after making all special allocations pursuant to Sections 8.4 and 8.5 and all allocations of Net Profit or Net Loss under Section 8.1 or 8.2 for such Fiscal Year) in the following order and priority:
(i) First, to the Members, in proportion to and to the extent of the excess, if any, of (A) the cumulative amount of Disposition Gain allocated to each Member pursuant to Section 8.3(a)(iv) for the current and all prior Fiscal Years, over (B) the sum of (i) the cumulative distributions to such Member pursuant to Section 9.1(b)(iv) for the current and all prior Fiscal Years, and (ii) the cumulative allocations of Disposition Loss under this Section 8.3(b)(i) for the current and all prior Fiscal Years;
(ii) Second, to the Members, in proportion to and to the extent of the excess, if any, of (A) the cumulative amount of Disposition Gain allocated to each Member pursuant to Section 8.3(a)(iii) for the current and all prior Fiscal Years, over (B) the sum of (i) the cumulative distributions to such Member pursuant to Section 9.1(b)(iii) for the current and all prior Fiscal Years, and (ii) the cumulative allocations of Disposition Loss under this Section 8.3(b)(ii) for the current and all prior Fiscal Years;
(iii) Third, to the Members, in proportion to and to the extent of the excess, if any, of (A) the cumulative amount of Disposition Gain allocated to each Member pursuant to Section 8.3(a)(ii) for the current and all prior Fiscal Years, over (B) the sum of (i) the cumulative distributions to such Member pursuant to Section 9.1(b)(ii) for the current and all prior Fiscal Years, and (ii) the cumulative allocations of Disposition Loss under this Section 8.3(b)(iii) for the current and all prior Fiscal Years;
(iv) Fourth, to the Members, in proportion to and to the extent of the excess, if any, of (A) the cumulative allocations of Net Profit to each Member pursuant to Section 8.1 for the current and all prior Fiscal Years, over (B) the sum of (i) the cumulative distributions to such Member pursuant to Section 9.1(a) for the current and all prior Fiscal Years, (ii) the cumulative allocations...