GENERAL ALLOCATION OF NET PROFITS AND NET LOSSES Sample Clauses

GENERAL ALLOCATION OF NET PROFITS AND NET LOSSES. After giving effect to the special allocations set forth in Section 7.2, all Net Profits and Net Losses (and to the extent necessary, as set forth in clauses (A) and (B) of this Section 7.1, items of gross income, gain, expense and loss) of the Partnership shall be allocated to the Partners as follows: A. If the Partnership has Net Profits for any taxable year (determined prior to giving effect to this clause (A), each Partner whose Partially Adjusted Capital Account is greater than its Target Capital Account shall be allocated items of Partnership expense or loss for such taxable year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Partnership has insufficient items of expense or loss for such taxable year to satisfy the previous sentence with respect to all such Partners, the available items of expense or loss shall be divided among such Partners in proportion to such difference. B. If the Partnership has Net Losses for any taxable year (determined prior to giving effect to this clause (B), each Partner whose Partially Adjusted Capital Account is less than its Target Capital Account shall be allocated items of Partnership gain or income for such taxable year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Partnership has insufficient items of income or gain for such taxable year to satisfy the previous sentence with respect to all such Partners, the available items of income or gain shall be divided among such Partners in proportion to such difference. C. Any remaining Net Profits or Net Losses (as computed after giving effect to clauses (A) and (B) of this Section 7.1) shall be allocated among the Partners so as to reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for the period under consideration. To the extent possible, each Partner shall be allocated a pro rata share of all Partnership items allocated pursuant to this clause (C).
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GENERAL ALLOCATION OF NET PROFITS AND NET LOSSES. 9.1.1 Subject to Section 9.2, Net Losses for a fiscal year shall be allocated to each Member: (i) first, in proportion to the Members' respective Capital Account balances, until the Capital Accounts are reduced to zero (0); (ii) second, in proportion to the respective Special Risk Accounts of each Member, until the Special Risk Accounts are zero (0); and (iii) thereafter, in accordance with Percentage Interests. 9.1.2 Subject to Section 9.2, Net Profits for any fiscal year shall be allocated to each Member: (i) first to the Members until the aggregate amounts of Net Profits allocated to each of them pursuant to this Section 9.1.2 (i) for the current and all prior fiscal years is sufficient to offset the aggregate amount of Net Losses allocated to each such Member for all prior fiscal years under first clause (iii), then clause (ii), and then clause (i) of Section 9.1.1, in proportion to and to the extent of the amounts of such Net Losses so allocated; and (ii) thereafter in accordance with Percentage Interests.
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GENERAL ALLOCATION OF NET PROFITS AND NET LOSSES. Subject, first, to the provisions of Section 5.5 below, Net Profits and Net Losses of the Company for any year shall be allocated among the Members pro rata, in accordance with the Members’ respective Membership Interests.
Sample 1
GENERAL ALLOCATION OF NET PROFITS AND NET LOSSES. Except as provided in Section 7.2 hereof, all Net Profits, Net Losses and items of income, gain, loss, deduction and credit of the Partnership for any taxable year shall be allocated among the Partners and credited or charged to their respective Capital Accounts in accordance with the following provisions: (a) Net Profits shall be allocated as follows: (i) First, Net Profits (in an amount not to exceed the distributions of Net Ordinary Cash Flow and net proceeds from a Major Capital Event made pursuant to Sections 7.8 and 7.9, respectively, for such taxable year) shall be allocated among the Partners pro rata in proportion to their respective allocations of Net Ordinary Cash Flow or Net Proceeds from a Major Capital Event. (ii) Second, Net Profits for such taxable year in excess of those allocated pursuant to Section 7.1(a)(i) shall be allocated among the Partners who have Negative Capital Accounts (determined after current year contributions, distributions and any allocation of Net Profits pursuant to Section 7.1(a)(i) for such year), to the extent thereof, pro rata in proportion to their respective Negative Capital Accounts. (iii) Third, any remaining Net Profits shall be allocated among the Partners who have an Unallocated Preferred Return, to the extent thereof, pro rata in proportion to their respective Unallocated Preferred Return balances. (iv) Fourth, any remaining Net Profits shall be allocated among the Partners whose Unreturned Capital Contribution Account exceeds their respective Positive Capital Accounts, to the extent of such aggregate differences, pro rata in proportion to the amount of such excess. (v) Fifth, any remaining Net Profits shall be allocated among the Partners pro rata in proportion to their respective Partnership Interests. (b) Net Losses shall be allocated as follows: (i) First, Net Losses shall be allocated to any Partner receiving aggregate allocations of Net Profit in excess of aggregate distributions received by such Partner for any taxable year, pro rata among the Partners receiving such excess allocations of Net Profit, in proportion to the excess allocations of Net Profit received. For purposes of this Section 7.1(b)(i), Net Profits, Net Losses and aggregate distributions shall all be calculated on a cumulative basis from the date of this Agreement through the date of calculation. (ii) Second, among the Partners who have Positive Capital Accounts in proportion to the balances of their respective Positive Capital Account...
Sample 1

Related to GENERAL ALLOCATION OF NET PROFITS AND NET LOSSES

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Allocations of Net Income and Net Loss Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests.

  • Timing and Amount of Allocations of Net Income and Net Loss Net Income and Net Loss of the Partnership shall be determined and allocated with respect to each Partnership Year of the Partnership as of the end of each such year. Subject to the other provisions of this Article 6, an allocation to a Partner of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Profits and Losses For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.

  • Limitation on Allocation of Net Loss To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Partnership Common Units in accordance with their respective Percentage Interests with respect to Partnership Common Units and (y) thereafter, among the Holders of other classes of Partnership Units as determined by the General Partner, subject to the limitations of this Section 6.4.A(vi).

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

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