General Allocation of Profits and Losses. Except as otherwise provided in this Article 7, after giving effect to any and all allocations set forth in Section 7.4 below, all Profits and Losses of the Partnership (including all items of income and expense entering into the determination of such Profits and Losses), as finally determined for Federal income tax purposes for each fiscal year of the Partnership, shall be allocated to and among the Partners in accordance with their respective Percentage Interests.
General Allocation of Profits and Losses. After giving effect to the allocations set forth in Sections 7.5 and 7.6, all Profits and Losses (including all items of income and expense entering into the determination of such Profits and Losses), as finally determined for federal income tax purposes for each fiscal year of the Company, shall be allocated among the Members as follows:
General Allocation of Profits and Losses. After taking into account ---------------------------------------- any special allocations pursuant to Section 4.2 and subject to any limitations contained therein, Profits or Losses for each year shall be allocated among the Members in accordance with this Section 4.1.
General Allocation of Profits and Losses. After giving effect to the special allocations set forth in Sections 5.3 through 5.6 hereof, the Profits and Losses for any fiscal year, or portion thereof, as applicable, shall be allocated to the Partners in accordance with the Partnership Percentages of the respective Partners.
General Allocation of Profits and Losses. After taking into account any special allocations pursuant to Section 4.02 and subject to any limitations contained therein, Profits, Losses and, to the extent necessary, individual items of income, gain, loss or deduction, of the Company shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Value, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Article III to the Members immediately after making such allocation.
General Allocation of Profits and Losses. 7.2 Allocations with Respect to Transferred Interests...................... 7.3
General Allocation of Profits and Losses. Except as otherwise provided in this Article 7, after giving effect to any and all special allocations set forth in Sections 7.4 and 7.5 below (including, without limitation, special allocations to holders of LTIP Units pursuant to Section 7.4(g), (h) and (i)), all Profits and Losses of the Partnership (including all items of income and expense entering into the determination of such Profits and Losses), as finally determined by the Accountants for Federal income tax purposes for each fiscal year of the Partnership, shall be allocated to and among the Partners in accordance with their respective Percentage Interests. For purposes of determining allocations of Profits and Losses pursuant to this Section 7.1, to the extent that the LTIP Unit Distribution Participation Date with respect to an LTIP Unit has occurred, such LTIP Unit shall be treated as an OP Unit. Until the LTIP Unit Distribution Participation Date for such LTIP Unit has occurred, such LTIP Unit shall be treated as a fraction of one outstanding OP Unit equal to one OP Unit multiplied by the LTIP Unit Initial Regular Sharing Percentage or the LTIP Unit Initial Special Sharing Percentage with respect to such LTIP Unit, as applicable.
General Allocation of Profits and Losses. (a) Subject to the special allocations set forth in Section 9.2, Profits and Losses (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the Company for any Fiscal Year or other applicable period shall be allocated among the Members in a manner such that the Capital Account balance of each Member, immediately after making such allocation, is, as nearly as possible equal (proportionately) to (i) the distributions that would be made to such Member if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Values, all Company liabilities were satisfied and the net assets of the Company were distributed to the Members in accordance with Section 8.1, minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain computed immediately prior to such hypothetical sale.
(b) Notwithstanding the foregoing, the Managers may, in their reasonable discretion, make any modifications and adjustments to the allocations that they believe are necessary to comply with applicable law and to ensure that the allocations achieve the results intended by the Members hereunder.
(c) For the avoidance of doubt, the allocation provisions of this Agreement are intended to produce final Capital Account balances that are at levels (“Target Final Balance”) in the year of liquidation of the Company that are equal in amount to the distributions that would occur if all such liquidating distributions were made to the Members in accordance with Section 8.1. To the extent that the allocation provisions of this Agreement would not produce the Target Final Balance, the Members agree to take such actions as are necessary to amend such tax allocation provisions in the year of liquidation of the Company to produce such Target Final Balance. In furtherance of the foregoing, the Managers are expressly authorized and directed to make such allocations of income, gain, loss and deduction (including items of gross income, gain, loss and deduction) in such year so as to cause the Capital Accounts of the Members to be equal to the Target Final Balance.
General Allocation of Profits and Losses. After taking into account any special allocations pursuant to Section 4.02 and subject to any limitations contained therein, Profits and Losses for any year or portion thereof shall be allocated among the Partners in accordance with this Section 4.01.
(a) Profits. Profits shall be allocated among the Partners as follows:
(i) First, among the Partners who have previously been allocated Losses pursuant to Section 4.01(b)(ii) in the same proportion as such Losses have been allocated, until the cumulative Profits allocated to each Partner pursuant to this Section 4.01(a)(i) equal the cumulative Losses allocated to each Partner pursuant to Section 4.01(b)(ii);
(ii) Then, among all of the Partners in accordance with their Percentage Interests.
(b) Losses. Losses shall be allocated among the Partners as follows:
(i) First, among the Partners who have previously been allocated Profits pursuant to Section 4.01(a)(ii) in the same proportion as such Profits have been allocated, until the cumulative Losses allocated to each Partner pursuant to this Section 4.01(b)(i) equal the cumulative Profits allocated to each Partner pursuant to Section 4.01(a)(ii);
(ii) Then, among all of the Partners in accordance with their Percentage Interests.
(c) The Partners intend that the allocations of Profits and Losses in Section 4.01(a) and Section 4.01(b) result in a Capital Account balance for each Partner on liquidation of the Partnership that is equal to the amount that would be distributed to such Partner if liquidating distributions were made in accordance with Article 3 of this Agreement. In the year of liquidation of the Partnership, if the allocations set forth in Section 4.01(a) and Section 4.01(b) would result in Capital Account balances that are not as described in the preceding sentence, Profits and Losses and, if necessary, items of gross income and deduction shall be specially allocated among the Partners to the extent necessary to cause each Partner’s Capital Account balance to be equal to the amount that would be distributed to such Partner if liquidating distributions were made in accordance with Article 3 of this Agreement.
General Allocation of Profits and Losses. Except as otherwise provided in this Agreement or the Joint Agreement, the profits and losses of the Partnership arising during any taxable year of the Partnership shall be allocated among the Partners in accordance with their respective Partnership Percentages; provided, however, that in accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of PATRXXXX X. XXXXX & XSSOCIATES A PROFESSIONAL LAW CORPORATION GENERAL PARTNERSHIP AGREEMENT such property to the Partnership for federal income tax purposes and its agreed upon fair market value at the time of contribution.
