General Allocation Rules. After giving effect to the special allocations set forth in Section 7.3, all Profits and Losses (and to the extent necessary, as set forth in clauses (a), (b) and (c) of this Section 7.2, items of gross income, gain, expense and loss) of the Company shall be allocated to the Members as follows: (a) If the Company has Profits for any Fiscal Year (determined prior to giving effect to this clause (a)), each Member whose Partially Adjusted Capital Account is greater than its Target Capital Account shall be allocated, proportionately, items of Company expense or loss for such Fiscal Year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company has insufficient items of expense or loss for such Fiscal Year to satisfy the previous sentence with respect to all such Members, the available items of expense or loss shall be allocated among such Members in proportion to such differences. (b) If the Company has Losses for any Fiscal Year (determined prior to giving effect to this clause (b)), each Member whose Partially Adjusted Capital Account is less than its Target Capital Account shall be allocated, proportionately, items of Company gain or income for such Fiscal Year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company has insufficient items of income or gain for such Fiscal Year to satisfy the previous sentence with respect to all such Members, the available items of income or gain shall be allocated among such Members in proportion to such differences. (c) Any remaining Profits or Losses (as computed after giving effect to clauses (a) and (b) of this Section 7.2) shall be allocated among the Members 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 Member shall be allocated a pro rata share of all Company items allocated pursuant to this clause (c). No portion of such Profits, if any, shall be allocated to a Member whose Partially Adjusted Capital Account for the period under consideration is greater than its Target Capital Account for such period; and no portion of such Losses, if any, shall be allocated to a Member whose Target Capital Account for the period under consideration is greater than its Partially Adjusted Capital Account for such period.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (CNL Healthcare Properties, Inc.), Limited Liability Company Agreement (CNL Healthcare Properties, Inc.), Limited Liability Company Agreement (CNL Healthcare Properties, Inc.)
General Allocation Rules. After Subject to the provisions of Article VII, after giving effect to the special allocations set forth in Section 7.3, all Profits and Losses (and to the extent necessary, as set forth in clauses (a), (b) and (c) of this Section 7.2, items of gross income, gain, expense and loss) of the Company shall will be allocated to the Members as follows:
(a) If the Company has Profits for any Fiscal Year (determined prior to giving effect to this clause (a)), each Member whose Partially Adjusted Capital Account is greater than its Target Capital Account shall will be allocated, proportionately, items of Company expense or loss for such Fiscal Year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company has insufficient items of expense or loss for such Fiscal Year to satisfy the previous sentence with respect to all such Members, the available items of expense or loss shall will be allocated among such Members in proportion to such differences.
(b) If the Company has Losses for any Fiscal Year (determined prior to giving effect to this clause (b)), each Member whose Partially Adjusted Capital Account is less than its Target Capital Account shall will be allocated, proportionately, items of Company gain or income for such Fiscal Year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company has insufficient items of income or gain for such Fiscal Year to satisfy the previous sentence with respect to all such Members, the available items of income or gain shall will be allocated among such Members in proportion to such differences.
(c) Any remaining Profits or Losses (as computed after giving effect to clauses (a) and (b) of this Section 7.2) shall will be allocated among the Members 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 Member shall will be allocated a pro rata share of all Company items allocated pursuant to this clause (c). No portion of such Profits, if any, shall will be allocated to a Member whose Partially Adjusted Capital Account for the period under consideration is greater than its Target Capital Account for such period; and no portion of such Losses, if any, shall will be allocated to a Member whose Target Capital Account for the period under consideration is greater than its Partially Adjusted Capital Account for such period.
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Samples: Limited Liability Company Agreement (Summit Healthcare REIT, Inc)
General Allocation Rules. After giving effect to the special allocations set forth in Section 7.34 of this Exhibit A, all Profits Net Profit and Losses Net Loss (and to the extent necessary, as set forth in clauses (aA), (bB) and (cC) of this Section 7.23, items of gross income, gain, expense and loss) of the Company Partnership shall be allocated to the Members Partners as follows:
(aA) If the Company Partnership has Profits Net Profit for any Fiscal Year (determined prior to giving effect to this clause (aA)), each Member Partner whose Partially Adjusted Capital Account is greater than its Target Capital Account shall be allocated, proportionately, allocated items of Company Partnership expense or loss for such Fiscal Year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company Partnership has insufficient items of expense or loss for such Fiscal Year to satisfy the previous sentence with respect to all such MembersPartners, the available items of expense or loss shall be allocated divided among such Members Partners in proportion to such differencesdifference.
(bB) If the Company Partnership has Losses Net Loss for any Fiscal Year (determined prior to giving effect to this clause (bB)), ) each Member Partner whose Partially Adjusted Capital Account is less than its Target Capital Account shall be allocated, proportionately, allocated items of Company Partnership gain or income for such Fiscal Year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company Partnership has insufficient items of income or gain for such Fiscal Year to satisfy the previous sentence with respect to all such MembersPartners, the available items of income or gain shall be allocated divided among such Members Partners in proportion to such differencesdifference.
(cC) Any remaining Profits Net Profit or Losses Net Loss (as computed after giving effect to clauses (aA) and (bB) of this Section 7.23) (and to the extent necessary to achieve the purposes hereof, items of income, gain, loss, and expense) shall be allocated among the Members 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 Member Partner shall be allocated a pro rata share of all Company Partnership items allocated pursuant to this clause (cC). No portion of such Profits, if any, shall be allocated to a Member whose Partially Adjusted Capital Account for the period under consideration is greater than its Target Capital Account for such period; and no portion of such Losses, if any, shall be allocated to a Member whose Target Capital Account for the period under consideration is greater than its Partially Adjusted Capital Account for such period.
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Samples: Limited Partnership Agreement (Industrial Property Trust Inc.)
General Allocation Rules. After giving effect to the special allocations set forth in Section 7.34 of this Exhibit, all Profits Net Profit and Losses Net Loss (and to the extent necessary, as set forth in clauses (ai), (bii) and (ciii) of this Section 7.23, items of gross income, gain, expense and loss) of the Company shall be allocated to among the Members as follows:
(a1) If the Company has Profits a Net Profit for any Fiscal Year (determined prior to giving effect to this clause (a1)), each Member whose Partially Adjusted Capital Account is greater than its Target Capital Account shall be allocated, proportionately, allocated items of Company expense or loss for such Fiscal Year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company has insufficient items of expense or loss for such Fiscal Year to satisfy the previous sentence with respect to all such Members, the available items of expense or loss shall be allocated divided among such Members in proportion to such differencesdifference.
(b2) If the Company has Losses a Net Loss for any Fiscal Year (determined prior to giving effect to this clause (b2)), each Member whose Partially Adjusted Capital Account is less than its Target Capital Account shall be allocated, proportionately, allocated items of Company gain or income for such Fiscal Year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company has insufficient items of income or gain for such Fiscal Year to satisfy the previous sentence with respect to all such Members, the available items of income or gain shall be allocated divided among such Members in proportion to such differencesdifference.
(c3) Any remaining Profits Net Profit or Losses Net Loss (as computed after giving effect to clauses (a1) and (b2) of this Section 7.23) (and to the extent necessary to achieve the purposes hereof, items of income, gain, loss and deduction) shall be allocated among the Members 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 Member shall be allocated a pro rata share of all Company items allocated pursuant to this clause (c3). No portion of such Profits, if any, shall be allocated to a Member whose Partially Adjusted Capital Account for the period under consideration is greater than its Target Capital Account for such period; and no portion of such Losses, if any, shall be allocated to a Member whose Target Capital Account for the period under consideration is greater than its Partially Adjusted Capital Account for such period.
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Samples: Limited Liability Company Agreement (Armada Oil, Inc.)
General Allocation Rules. A. After giving effect to the special allocations set forth in Section 7.34 of this Schedule C, all Profits Net Profit and Losses Net Loss (and to the extent necessary, as set forth in clauses (a1), (b2) and (c3) of this Section 7.23, items of gross income, gain, expense and loss) of the Company shall be allocated to among the Members as follows:
(a1) If the Company has Profits a Net Profit for any Fiscal Year (determined prior to giving effect to this clause (a1)), each Member whose Partially Adjusted Capital Account is greater than its Target Capital Account shall be allocated, proportionately, allocated items of Company expense or loss for such Fiscal Year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company has insufficient items of expense or loss for such Fiscal Year to satisfy the previous sentence with respect to all such Members, the available items of expense or loss shall be allocated divided among such Members in proportion to such differencesdifference.
(b2) If the Company has Losses a Net Loss for any Fiscal Year (determined prior to giving effect to this clause (b2)), each Member whose Partially Adjusted Capital Account is less than its Target Capital Account shall be allocated, proportionately, allocated items of Company gain or income for such Fiscal Year equal to the difference between its Partially Adjusted Capital Account and Target Capital Account. If the Company has insufficient items of income or gain for such Fiscal Year to satisfy the previous sentence with respect to all such Members, the available items of income or gain shall be allocated divided among such Members in proportion to such differencesdifference.
(c3) Any remaining Profits Net Profit or Losses Net Loss (as computed after giving effect to clauses (a1) and (b2) of this Section 7.23) (and to the extent necessary to achieve the purposes hereof, items of income, gain, loss and deduction) shall be allocated among the Members 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 Member shall be allocated a pro rata share of all Company items allocated pursuant to this clause (c3). No portion of such Profits, if any, shall be allocated to a Member whose Partially Adjusted Capital Account for the period under consideration is greater than its Target Capital Account for such period; and no portion of such Losses, if any, shall be allocated to a Member whose Target Capital Account for the period under consideration is greater than its Partially Adjusted Capital Account for such period.
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Samples: Limited Liability Company Agreement (FC Global Realty Inc)