Common use of Limitation on Loss Allocation Clause in Contracts

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. 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.