General Allocation Rule. For each taxable year of the Company, after the application of Section 4.2 hereof, Profits and/or Losses shall be allocated to the Members in a manner which causes each Member's Adjusted Capital Account Balance to equal the amount that would be distributed to such Member pursuant to Section 9.2.3.2 hereof upon a hypothetical liquidation of the Company in accordance with Section 4.1.2 below.
General Allocation Rule. Except as otherwise provided in (or until changed pursuant to) this Agreement, the Profits or Losses of the Company, including items of income, gain, loss and deduction for each Fiscal Year, will be allocated to the Members in proportion to their respective Ownership Interests as defined herein. Appropriate adjustment during the Fiscal Year of any change in this allocation will be determined in accordance with Section 706 of the Code and the Section 706 Regulation to take into account the varying interests of the Members in the Company during such Fiscal Year, in the manner determined by the Company.
General Allocation Rule. Except as otherwise provided in (or until changed pursuant to) this Agreement, the Profits or Losses of the Company, including items of income, gain, loss and deduction for each Fiscal Year, will be allocated to the Members in proportion to their respective Ownership Interests.
General Allocation Rule. 14 5.3 Exception...................................................14 5.4
General Allocation Rule. Except as otherwise provided in this Agreement, Profits or 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 and after taking into account amounts specially allocated pursuant to the Tax and Regulatory Allocations set forth in Exhibit C, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Member pursuant to Article 8 and Article 12 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their book value (as maintained for Capital Account Purposes), 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 8 and Article 12 immediately after making such allocation, minus (ii) such Member’s share of Company minimum gain (as determined in Section C.1.1 of Exhibit C) and Member nonrecourse debt minimum gain (as determined in Section C.1.2 of Exhibit C), computed immediately prior to the hypothetical sale of assets.
General Allocation Rule. After giving effect to the special allocations set forth in Section 5.2, Profits and Losses (or to the extent necessary, individual items of income, gain, loss, or deduction) shall be allocated among the Members in a manner such that the Capital Account balance of each Member, immediately after giving effect to such allocation, is, as closely as possible (proportionately), equal to (i) the amount that would be distributed to such Member if the Company were dissolved, its affairs wound up, and its assets were sold for cash in amounts equal to their respective Gross Asset Values, all liabilities of Company were satisfied in accordance with their terms (limited, with respect to each nonrecourse liability, to the Gross Asset Values of the assets securing each such liability), and the remaining assets of Company were distributed to the Members in accordance with Section 15.3, minus (ii) the sum of (1) such Member’s share of Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of the Company’s assets described in clause (i), and (2) the amount, if any, that such Member is obligated (or deemed obligated) to contribute, in its capacity as a Member, to the Company.
General Allocation Rule. Subject to Sections 5.1(b), 5.1(c), 5.2, 5.3, 5.6 and 6.2, Profit or Loss for a relevant period will be allocated among the Capital Accounts of the Members (including the Manager) so as to reduce proportionately the differences between their respective Partially Adjusted Capital Accounts and their Target Capital Accounts.
General Allocation Rule. (a) Except as provided in Section 6.2, and after giving effect to the special allocations set forth in Section 6.3 below, the Profits or Losses of the Company, including items 9 of income, gain, loss and deduction for each Fiscal Year, will be allocated to the Members in proportion to their Ownership Interests.
(b) Notwithstanding Section 6.1(a), no Member shall be allocated Losses or items of loss or deduction pursuant to Section 6.1(a) to the extent such allocation would cause such Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. In the event Losses or items of loss or deduction cannot be allocated pursuant to Section 6.1(a) as a result of the limitation contained in this Section 6.1(b), then such Losses or items of loss or deduction shall be allocated to the other Members in proportion to their Ownership Interests, to the maximum amount permissible under this Section 6.1(b).
General Allocation Rule. After making any special allocations required under Section 5.4 or Section 5.5, Income or Losses for each Fiscal Year and other taxable period shall be allocated to and among the Partners so as to reduce, to the greatest extent possible, the respective differences between each Partner’s Partially Adjusted Capital Account and the amount that each Partner would be entitled to receive upon a hypothetical liquidation of the Partnership in accordance with Section 5.3(b) below.
General Allocation Rule. For each taxable year of the Company, subject to the application of Section 4.2, Profits and Losses shall be allocated to the Members in a manner which causes each Member’s Adjusted Capital Account Balance to equal the amount that would be distributed to such Member pursuant to Section 8.3(c)(ii) upon a hypothetical liquidation of the Company in accordance with Section 4.1(b). If Profits and Losses in a tax year are insufficient to produce the Adjusted Capital Account Balances intended under this Section (such insufficiency shall be referred to herein as a “Shortfall”), Profits and Losses shall be allocated so as to approximate the intended Adjusted Capital Account Balances as closely as possible. No amount of any Shortfall shall be added to or charged against any Member’s Adjusted Capital Account Balance; rather, each Member’s Adjusted Capital Account Balance shall be adjusted by allocations of Profits and Losses in subsequent tax years in accordance with this Section.
