Limitation on Allocation of Losses. The Losses allocated to any Partner pursuant to Section 5.2 of this Agreement shall not exceed the maximum amount of Losses that can be so allocated without causing such Partner to have an Adjusted Capital Account Deficit at the end of any fiscal year. All Losses in excess of the limitation set forth in this Section 5.3 with respect to any Partner shall be allocated to other Partners in accordance with this Section 5.3 and to the extent Losses exceed the limitation set forth in this Section 5.3 with respect to each Limited Partner, such amount of any remaining Losses shall be allocated to the General Partner.
Limitation on Allocation of Losses. In no event shall Losses be allocated to a Member to the extent such allocation would result in such Member having an Adjusted Capital Account deficit at the end of any Fiscal Year. All such Losses shall be allocated to the other Member, provided, however, that appropriate adjustments shall be made to the allocation of future Profits in order to offset such specially allocated Losses hereunder.
Limitation on Allocation of Losses. Notwithstanding any provision of this Agreement, Losses shall not be allocated to a Partner to the extent such allocation would result in the Partner having an Adjusted Capital Account Deficit at the end of any Fiscal Year. All such Losses shall be allocated to the other Partners in accordance with the other provisions of this Article 6; provided, however, that appropriate adjustments shall be made to the allocation of future Profits in order to offset the specially allocated Losses hereunder.
Limitation on Allocation of Losses. The Losses allocated to any Member pursuant to Section 6.2 shall not exceed the maximum amount of Losses that can be so allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. All Losses in excess of the limitation set forth in this Section 6.3 shall be allocated to the other Members, pro rata to the allocation of other Losses to such Members, subject to the limitations of this Section 6.3.
Limitation on Allocation of Losses. If an allocation of Net Losses to a Member would cause an Adjusted Capital Account Deficit for such Member, such Net Losses shall instead be allocated among Members with positive Capital Account balances in proportion to such balances.
Limitation on Allocation of Losses. Losses allocated pursuant to Sections 10.2.1, 10.2.2 and 10.2.3 shall not exceed the maximum amount of losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some, but not all, of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of losses pursuant to Sections 10.2.1, 10.2.2 and 10.2.3 the limitations set forth in this Section 10.2.4 shall be applied on a Member by Member basis so as to allocate the maximum permissible losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. “Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: add to such Capital Account any amount which such Member is treated as obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) by virtue of such Member’s guarantee or indemnity agreement with respect to any Company debt or is deemed obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and subtract from such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Regulations. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.
Limitation on Allocation of Losses. Notwithstanding the provisions of Section 5.2, no Member shall be allocated Losses pursuant to Section 5.2 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 cannot be allocated pursuant to Section 5.2 as a result of the limitation contained in the preceding sentence, then such Losses shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances, to the maximum amount permissible pursuant to the provisions contained in the preceding sentence. If no other Member may receive an additional allocation of Losses pursuant to such limitation, such additional Losses not allocated shall be allocated solely to those Members that bear the economic risk for such additional Losses within the meaning of Section 704(b) of the Code and the Regulations thereunder. If it is necessary to allocate Losses under the preceding sentence, the Manager shall reasonably determine those Members that bear the economic risk for such additional Losses.
Limitation on Allocation of Losses. To the extent that Net Losses or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such Net Losses, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such taxable period), such Net Losses, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with Section 4.2 as if such Member were not a Member.
Limitation on Allocation of Losses. 3.7.2.1 Any Losses allocated pursuant to Section 3.7.1 may not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Allocation Period. In the event some but not all the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 3.7.1, the limitation set forth in this Section 3.7.2.1 will be applied on a Member-by-Member basis so as to allocate the maximum permissible Losses to each Member under Treasury Regulation § 1.704-1(b)(2)(ii)(d).
3.7.2.2 All Losses in excess of the limitations set forth in Section 3.7.2.1 will be allocated to those Members (if any) that do not have an Adjusted Capital Account Balance Deficit, and allocated among them pro rata in proportion to their respective positive Adjusted Capital Account Balances, and thereafter to all the Members in accordance with their interests in the Company as determined by the Manager in the reasonable discretion of the Manager.
Limitation on Allocation of Losses. Notwithstanding the provisions of Section 4.1 hereof, if the amount of Losses that would otherwise be allocated to a Partner in any fiscal year under Section 4.1 hereof would cause or increase a Partner’s Adjusted Capital Account Deficit as of the Last Day, then a proportionate part of such Losses equal to such excess shall be allocated to the other Partners to the extent such allocation can be made without violating the provisions of this Section 4.2.3 with respect to such other Partners, and the remainder of such Losses, if any, shall be allocated to the General Partner.
