Common use of General Allocations of Profits and Losses Clause in Contracts

General Allocations of Profits and Losses. Except as otherwise provided in Section 3.4 hereof, items of profit, income, gain, loss, deduction and tax credit recognized by the Company in accordance with the method of accounting and the books and records of the Company as in effect from time to time shall be allocated to and among the Members, prior to any distributions of any Operating Profits attributable thereto, in a manner such that the Capital Account of each Member, immediately after making such allocation, is as nearly as possible equal to the excess of (a) 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 fair market value of the assets securing such liability), and the net assets of the Company were distributed pursuant to Section 6.2(a) of this Agreement to the Members immediately after making such allocation, over (b) such Member’s share, if any, of items of Company profit, income, gain, loss, deduction and tax credit specially allocated to such Members pursuant to the provisions of Section 3.4 hereof.

General Allocations of Profits and Losses. Except as otherwise expressly provided in Section 3.4 hereofthis Agreement, Profits and Losses and, to the extent necessary, individual items of profit, income, gain, loss, loss or deduction and tax credit recognized by the Company in accordance with the method of accounting and the books and records of the Company as in effect from time to time shall be allocated to and among the Members, prior to any distributions of any Operating Profits attributable thereto, Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is is, as nearly as possible possible, equal (proportionately) to the excess of (ai) the distributions that would be made to such Member pursuant to Section 6.05 (if it were applicable) if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Valuebook value (determined in accordance with section 704(b) of the Code, as implemented by Section 4.04 and Section 6.01 hereof), all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the fair market book value of the assets securing such liability), and the net assets of the Company were distributed pursuant to Section 6.2(a) of this Agreement in accordance with 6.05 to the Members immediately after making such allocation, over minus (bii) such Member’s shareshare of Partnership Minimum Gain and Partner Minimum Gain, if any, of items of Company profit, income, gain, loss, deduction and tax credit specially allocated to such Members pursuant computed immediately prior to the provisions hypothetical sale of Section 3.4 hereofassets.

General Allocations of Profits and Losses. Except as otherwise provided in Section 3.4 hereof, items of profit, income, gain, loss, deduction and tax credit recognized by the Company in accordance with the method of accounting and the books and records of the Company as in effect from time to time shall be allocated to and among the Members, prior to any distributions of any Operating Profits Profit attributable thereto, in a manner such that the Capital Account of each Member, immediately after making such allocation, is as nearly as possible equal to the excess of (a) 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 fair market value of the assets securing such liability), and the net assets of the Company were distributed pursuant to Section 6.2(a) of this Agreement to the Members immediately after making such allocation, over (b) such Member’s share, if any, of items of Company profit, income, gain, loss, deduction and tax credit specially allocated to such Members Member pursuant to the provisions of Section 3.4 hereof.