Limitation on Loss Allocation. Losses allocated to a Member pursuant to Section 5.1 shall not exceed the maximum amount of losses that can be allocated without causing a Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event that any Member would have an Adjusted Capital Account Deficit as a consequence of an allocation of losses pursuant to Section 5.1, the amount of losses that would be allocated to such Member but for the application of this Section 5.2 shall be allocated to the other Members to the extent that such allocations would not cause such Members to have an Adjusted Capital Account Deficit and allocated among such Members in proportion to their total Capital Contributions. Any allocation of items of loss pursuant to this Section 5.2 shall be taken into account in computing subsequent allocations pursuant to Section 5.1, and prior to any allocation of items in such Section so that the net amount of any items allocated to each Member pursuant to Section 5.1 and this Section 5.2 shall, to the maximum extent practicable, be equal to the net amount that would have been allocated to each Member pursuant to the provisions of Section 5.1 and this Section 5.2 if such allocation under this Section 5.2 had not occurred.
Limitation on Loss Allocation. Notwithstanding the provisions of Section 4.1 hereof, if the amount of Loss that would otherwise be allocated to a Member in any fiscal year under Section 4.1.2 hereof would cause or increase a Member's Adjusted Capital Account Deficit as of the last day of such fiscal year, then a proportionate part of such Loss equal to such excess shall be allocated to the other Members to the extent such allocation can be made without violating the provisions of this Section 4.1 with respect to such other Members.
Limitation on Loss Allocation. Notwithstanding any other provision of this Agreement to the contrary, no item of loss or deduction of the Company shall be allocated to any Member if such allocation would cause such Member to have an Adjusted Capital Account Deficit or would increase such Member's Adjusted Capital Account Deficit. Such loss shall be allocated among the Members in accordance with their interest in the Company as determined under Regulation Section 1.704-1(b)(3); provided, however, that the Board of Managers will notify the Members of any material loss allocation required under this sentence at least 30 days prior to the date on which any Company return is filed reporting such loss and will provide the Members with the proposed allocation and supporting calculations, all in reasonable detail.
Limitation on Loss Allocation. Net Loss (and items thereof) allocated to a Unitholder pursuant to Section 7.2 shall not exceed the maximum amount of losses that can be allocated without causing such Unitholder to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event that any Unitholder would have an Adjusted Capital Account Deficit as a consequence of an allocation of Net Loss (or item thereof) pursuant to Section 7.2, the amount of Net Loss that would be allocated to such Unitholder but for the application of this Section 7.3 shall be allocated to the other Unitholders in proportion to their Percentage Interests to the extent that such allocations would not cause any such other Unitholder to have an Adjusted Capital Account Deficit (or not be consistent with the U.S. Treasury Regulations promulgated under Section 704(b) of the Code). Any allocation of items of Net Loss (or item thereof) pursuant to this Section 7.3 shall be taken into account in computing subsequent allocations of Net Income (and items thereof) pursuant to Section 7.2, and prior to any allocation of items in Section 7.2 so that the net amount of any items allocated to each Unitholder pursuant to Section 7.2 and this Section 7.3 shall, to the maximum extent practicable, be equal to the net amount that would have been allocated to each Unitholder pursuant to the provisions of Section 7.2 and this Section 7.3 if such allocation under this Section 7.3 had not occurred.
Limitation on Loss Allocation. Notwithstanding anything in Section 5.1 above, losses allocated pursuant to Section 5.1 shall not exceed the maximum amount of losses that can be so allocated without causing a Member to have an adjusted capital account deficit at the end of any fiscal year. In the event one of the Members would have an adjusted capital account deficit as a consequence of an allocation of losses pursuant to Section 5.1, the limitation set forth herein 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. All losses in excess of the foregoing limitation shall be allocated to the Members in proportion to their Units.
Limitation on Loss Allocation. Cost of goods sold and Losses allocated to a Member pursuant to Section 7.1 or Section 7.6 shall not exceed the maximum amount that can be allocated without causing a Member to have a Capital Account deficit at the end of any Fiscal Year in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provisions of this Agreement or pursuant to Regulations Section 1.704-1(b)(2)00(c) and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), at the end of the Fiscal Year. In the event that any Member would have such a Capital Account deficit as a consequence of an allocation of cost of goods sold or Losses pursuant to Section 7.1 or Section 7.6, the amount of cost of goods sold or Losses that would be allocated to such Member but for the application of this Section 7.3 shall be allocated to the other Members (to the extent that such allocations would not cause such Members to have such Capital Account deficit) in proportion to their Percentage Interests.
Limitation on Loss Allocation. Notwithstanding the foregoing, Losses allocated to any Holder shall not exceed the maximum amount of Losses that can be so allocated without causing such Holder to have an “Adjusted Capital Account Deficit” at the end of any fiscal year, which shall mean the deficit balance, if any, in a Holder’s Capital Account as of the end of the relevant fiscal year after crediting such Capital Account with any amount such Holder is obligated to restore or is deemed to be obligated to restore pursuant to Section 6.4(a) hereof and debiting such Capital Account with the items required by the alternative test for economic effect set forth in the Special Allocation Regulations. In the event some, but not all, of such Holders would have Adjusted Capital Account Deficits, this limitation shall be applied on a Holder-by-Holder basis so as to allocate the maximum permissible Loss to each such Holder under the alternate test for economic effect set forth in the Special Allocation Regulations.
Limitation on Loss Allocation. Notwithstanding anything in Section 16.1 hereof, no allocation of loss may be made to a Member if such loss would cause a Member to have a negative balance in its Capital Account, after such Capital Account is credited by any amounts which the Member is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Reg. Section 1.704-2(g)(1)
Limitation on Loss Allocation. Notwithstanding anything herein to the contrary, no allocation of loss may be made to any Member if such loss causes such Member to have a negative balance in his or her capital account after such capital account is (i) credited by any amounts which such Member is obligated to restore or is deemed to be obligated to restore pursuant to Treasury Regulations Section 1.704, and (ii) debited by the items described in said Regulations. The foregoing limitation is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii) and shall be interpreted consistently therewith. Members with deficit capital account balances resulting in whole or in part from allocations of losses or deductions attributable to non-recourse indebtedness shall be allocated income or gain in an amount not less than the "minimum gain", and at a time no later than the time at which the "minimum gain" is reduced below the sum of such deficit capital account balances, or as soon thereafter as possible. In the event there is a net decrease in the minimum gain of the Company (as defined in Treasury Regulations Section 1.704-2) during any fiscal year of the Company, all Members with a deficit capital account balance at the end of such year (adjusted as required by said Regulations) shall be allocated items of income and gain for such year in the amount and in the proportions necessary to eliminate such deficits as quickly as possible. In the event a Member unexpectedly receives an adjustment, allocation or distribution as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d), and such unexpected adjustment, allocation or distribution puts such Member's capital account into a deficit balance (or increases such deficit balance), then such Member shall be allocated items of income and gain in an amount and manner sufficient to eliminate such deficit balance (or such increase) as quickly as possible; said adjustment to result in a "qualified income offset" as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(d). Any Company deductions that would be non-recourse deductions as defined in Treasury Regulations Section 1.704-2 if they were not attributable to a loan made or guaranteed by a Member shall be allocated to the Member or Members who shared the risk of loss with respect to which the loan deductions are attributable in accordance with Treasury Regulations Section 1.704-2. The allocations set forth in this Paragraph are intended to comply with certain r...
Limitation on Loss Allocation. Notwithstanding ----------------------------- anything in Section 12.1 hereof, Losses allocated pursuant to Section 12.1 hereof shall not exceed the maximum amount of Losses that can be so allocated without causing a Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event one of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 12.1 hereof, the limitation set forth herein shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Section
