Interests in Profits, Losses and Distributions Sample Clauses

Interests in Profits, Losses and Distributions. The Entity Documents for each Project Entity shall provide as follows:
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Interests in Profits, Losses and Distributions. A new Section 3.16 is hereby added to the Joint Venture Agreement to read as follows:
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Interests in Profits, Losses and Distributions. The Entity Documents for each Project Entity shall provide as follows: (a) Net Losses from Operations. Any net losses with respect to a particular Facility, other than net losses resulting from a sale or other disposition of such Facility, as determined on a quarterly basis, shall be allocated (i) first, to the extent that net profits have been allocated pursuant to Section 3.15(c)(v) hereof in proportion to the parties' respective Percentage Interests for any prior fiscal quarter and such net profits have not been distributed by the Project Entity to the members or already reversed out pursuant to Section 3.15(b)(i) hereof or this Section 3.15(a)(i), net losses shall be allocated to offset such undistributed net profits pro rata among the members in proportion to their shares of the retained net profits being offset (and thereafter such allocations of retained profits, to the extent offset pursuant to this Section 3.15(a)(i), shall be disregarded for purposes of computing subsequent allocations pursuant to this Section 3.15); (ii) second, one hundred percent (100%) to ALE until ALE's Capital Account is a negative number that is equal to ALE's limited Capital Account restoration obligation as set forth in clause (b) of the second to last sentence of Section 3.21 hereof (the "ALE Restoration Amount"); (iii) third, one hundred percent (100%) to ALS until its Capital Account is a positive number that is equal to the ALE Restoration Amount; and (iv) lastly, in proportion to the parties' then respective Percentage Interests (provided, however, that any such net loss to be allocated pursuant to this clause (iv) that is attributable to Partner Nonrecourse Debt (as such term is defined in Section 1.704-2(b)(4) of the Treasury Regulations (herein, "Regulations") promulgated under the Internal Revenue Code of 1986, as amended (the "Code")) shall be allocated to the member that bears the economic risk of loss pursuant to Section 1.752-2(b)-(j) of the Regulations for such Partner Nonrecourse Debt and, if more than one member bears such economic risk of loss, such Partner Nonrecourse Deductions shall be allocated among the members in accordance with the ratios in which they share such economic risk of loss). Nonrecourse Deductions (as such term is defined in Section 1.704-2(b)(1) of the Regulations) shall be allocated to ALS and ALE in proportion to their Percentage Interests. (b) Net Losses from Dispositions. Except as otherwise provided in Section 3.21 hereof, any ne...
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Interests in Profits, Losses and Distributions 
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Related to Interests in Profits, Losses and Distributions

  • Profits Losses and Distributions A. Each Member shall share all profits and losses, pro rata, in proportion to the Member's Interest in the Company. A Member's Interest shall be defined as a Member's pro rata share of ownership in the Company. B. Any distribution of cash or any other property of the company shall be distributed in the following order: (1) payment of taxes; (2) payment of any indebtedness including debts owing to any Member and any other expenses; and (3) to the Members in accordance with each Member's Interest in the Company.

  • PROFITS/LOSSES For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Profits and Losses Distributions Until the admission of additional Members, the Original Member shall be entitled to all allocations of LLC profits and losses and to allocations of distributions.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Net Losses After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows: (i) First, 2% to the General Partner, and 98% to the Unitholders, Pro Rata, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iii) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 2% to the General Partner, and 98% to the Unitholders, Pro Rata; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iii) Third, the balance, if any, 100% to the General Partner.

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • Capital Contributions and Distributions The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes.

  • In-Kind Distributions Subject to Section 00-00-000 of the Act, the Company may make in-kind distributions of the Company assets, provided the Members unanimously agree and such agreement is in writing. The fair market value of the property must be determined and agreed upon by the Members before the distribution is made. The receiving Member’s capital account shall be adjusted to reflect the value of the in-kind distribution.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

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