Common use of Excess Losses Otherwise Allocable to a Limited Partner Clause in Contracts

Excess Losses Otherwise Allocable to a Limited Partner. To the extent that an item of Loss otherwise allocable to a Limited Partner under Section 4.1(a) would create a negative balance in the Capital Account of such Limited Partner (or increase the amount by which such Capital Account balance is negative), the item shall not be allocated to such Limited Partner but shall instead be specially allocated as follows: (i) First, to the Partners as a group, to the extent possible in proportion to their respective Capital Contributions, until the Capital Account balance of each Limited Partner has been reduced to (but not less than) zero; and (ii) Next, to the General Partner. To the extent that there have been special allocations of Loss away from a Limited Partner under this Section 4.1(b), the next available items of Profit otherwise allocable to such Limited Partner pursuant to Section 4.1(a) shall be specially allocated to the Partners to whom such items of Loss had been specially allocated under this Section 4.1(b) so as to first offset in reverse order such special allocations of Loss.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Blockstack Inc.), Limited Partnership Agreement (Blockstack Inc.), Simple Agreement for Future Tokens (Saft) (Blockstack Token LLC)

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