Common use of General Allocations Clause in Contracts

General Allocations. After giving effect to the allocations under Section 6.2 and subject to Section 6.2 and Section 6.4, Net Income and Net Loss (and, to the extent reasonably determined by the Managing Member to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction or credit includable in the computation of Net Income and Net Loss) for each Fiscal Year or other taxable period shall be allocated among the Members during such Fiscal Year or other taxable period in a manner such that, after giving effect to all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each Member, immediately after making such allocation, is, as nearly as possible, equal to (a) the amount such Member would receive pursuant to Section 12.3 if all assets of the Company on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset Values, all liabilities of the Company were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was distributed, in accordance with Section 12.3 to the Members immediately after making such allocation, minus (b) such Member’s share of Company Minimum Gain and Member Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets.

Appears in 3 contracts

Samples: Operating Agreement (Biote Corp.), Limited Liability Company Agreement (OppFi Inc.), Business Combination Agreement (FG New America Acquisition Corp.)

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General Allocations. After giving effect to the allocations under Section 6.2 5.2 and subject to Section 6.2 5.2 and Section 6.45.4, Net Income and Net Loss (and, to the extent reasonably determined by the Managing Member General Partner to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction or credit includable in the computation of Net Income and Net Loss) for each Fiscal Year or other taxable period shall be allocated among the Members Partners during such Fiscal Year or other taxable period in a manner such that, after giving effect to all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each MemberPartner, immediately after making such allocation, is, as nearly as possible, equal to (a) the amount such Member Partner would receive pursuant to Section 12.3 if all assets of the Company Partnership on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset Values, all liabilities of the Company Partnership were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was distributed, in accordance with Section 12.3 to the Members Partners immediately after making such allocation, minus (b) such MemberPartner’s share of Company Partnership Minimum Gain and Member Partner Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member Partner is treated as obligated to contribute to the CompanyPartnership, computed immediately after the hypothetical sale of assets.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Rush Street Interactive, Inc.), Business Combination Agreement (dMY Technology Group, Inc.)

General Allocations. After giving effect to the allocations under Section 6.2 5.2, and subject to Section 6.2 5.2 and Section 6.45.4, Net Income and Net Loss (and, to the extent reasonably determined by the Managing Member General Partner to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction or credit includable in the computation of Net Income and Net Loss) for each Fiscal Year or other taxable period shall be allocated among the Members Partners during such Fiscal Year or other taxable period in a manner such that, after giving effect to all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each MemberPartner, immediately after making such allocation, is, as nearly as possible, equal to (a) the amount such Member Partner would receive pursuant to Section 12.3 if all assets of the Company Partnership on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset Values, all liabilities of the Company Partnership were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was distributed, distributed in accordance with Section 12.3 to the Members Partners immediately after making such allocation, minus (b) such MemberPartner’s share of Company Partnership Minimum Gain and Member Partner Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member Partner is treated as obligated to contribute to the CompanyPartnership, computed immediately after the hypothetical sale of assets.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Blue Owl Capital Inc.), Limited Partnership Agreement (Blue Owl Capital Inc.)

General Allocations. After giving effect to the allocations under Section 6.2 5.2, and subject to Section 6.2 5.2 and Section 6.45.4, Net Income and Net Loss (and, to the extent reasonably determined by the Managing Member General Partner to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction or credit includable in the computation of Net Income and Net Loss) for each Fiscal Year or other taxable period shall be allocated among the Members Partners during such Fiscal Year or other taxable period in a manner such that, after giving effect to all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each MemberPartner, immediately after making such allocation, is, as nearly as possible, equal to (a) the amount such Member Partner would receive pursuant to Section 12.3 if all assets of the Company Partnership on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset Values, all liabilities of the Company Partnership were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was distributed, in accordance with Section 12.3 to the Members Partners immediately after making such allocation, minus (b) such MemberPartner’s share of Company Partnership Minimum Gain and Member Partner Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member Partner is treated as obligated to contribute to the CompanyPartnership, computed immediately after the hypothetical sale of assets.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Blue Owl Capital Inc.), Limited Partnership Agreement (Blue Owl Capital Inc.)

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General Allocations. After giving effect to the allocations under Section 6.2 5.2 and subject to Section 6.2 5.2 and Section 6.45.4, Net Income and Net Loss (and, to the extent reasonably determined by the Managing Member General Partner to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction or credit includable in the computation of Net Income and Net Loss) for each Fiscal Year or other taxable period shall be allocated among the Members Partners during such Fiscal Year or other taxable period in a manner such that, after giving effect to all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each MemberPartner, immediately after making such allocation, is, as nearly as possible, equal to (a) the amount such Member Partner would receive pursuant to Section 12.3 if all assets of the Company Partnership on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset Values, all liabilities of the Company Partnership were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was distributed, in accordance with Section 12.3 to the Members Partners immediately after making such allocation, minus (b) such Member’s Partner's share of Company Partnership Minimum Gain and Member Partner Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member Partner is treated as obligated to contribute to the CompanyPartnership, computed immediately after the hypothetical sale of assets.

Appears in 1 contract

Samples: Business Combination Agreement (dMY Technology Group, Inc.)

General Allocations. After giving effect to the allocations under Section 6.2 and subject to Section 6.2 and Section 6.4, Net Income and Net Loss (and, to the extent reasonably determined by the Managing Member to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction or credit includable in the computation of Net Income and Net Loss) for each Fiscal Year or other taxable period shall be allocated among the Members during such Fiscal Year or other taxable period in a manner such that, after giving effect to all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each Member, immediately after making such allocation, is, as nearly as possible, equal to (a) the amount such Member would receive pursuant to Section 12.3 if all assets of the Company on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset Values, all liabilities of the Company were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability Nonrecourse Liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was distributed, in accordance with Section 12.3 to the Members immediately after making such allocation, minus (b) such Member’s share of Company Minimum Gain and Member Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets.

Appears in 1 contract

Samples: Business Combination Agreement (FTAC Athena Acquisition Corp.)

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