Limitation on Losses. Notwithstanding the general allocation of Taxable Income and Tax Losses described in Section 9.1, no Member shall be allocated Tax Losses in excess of the aggregate of such Member’s positive Capital Account balance and such Member’s share of the Company’s Minimum Gain, and Member Nonrecourse Debt Minimum Gain, until such time as no Member has a positive Capital Account balance, whereupon subsequent allocations of Tax Losses shall again be allocated among the Members pro rata in accordance with their Units. Furthermore, no Member shall be allocated Tax Losses where it is reasonably anticipated that such Member’s Capital Account shall be negative at the end of the fiscal year in which the Tax Losses arise or at the end of the subsequent fiscal year, as a result of distributions of Net Cash Flow during such periods, until such time as no Member would have a positive Capital Account balance after such reasonably anticipated distributions of Net Cash Flow, whereupon subsequent allocations of Tax Losses shall again be allocated among the Members pro rata in accordance with their Units. Tax Losses not allocated to a Member as a result of this Section 9.2 shall be reallocated among those Members with positive Capital Account balances pro rata in accordance with their Units.
Appears in 1 contract
Samples: Operating Agreement (Sunwin International Neutraceuticals, Inc.)
Limitation on Losses. Notwithstanding the general allocation of Taxable Income and Tax Losses described in Section 9.110.1, no Member shall be allocated Tax Losses in excess of the aggregate of such Member’s positive Capital Account balance and such Member’s share of the Company’s Minimum Gain, and Member Nonrecourse Debt Minimum Gain, until such time as no Member has a positive Capital Account balance, whereupon subsequent allocations of Tax Losses shall again be allocated among the Members pro rata in accordance with their Units. Furthermore, no Member shall be allocated Tax Losses where it is reasonably anticipated that such Member’s Capital Account shall be negative at the end of the fiscal year Fiscal Year in which the Tax Losses arise or at the end of the subsequent fiscal yearFiscal Year, as a result of distributions Distributions of Net Cash Flow during such periods, until such time as no Member would have a positive Capital Account balance after such reasonably anticipated distributions Distributions of Net Cash Flow, whereupon hereupon subsequent allocations of Tax Losses shall again be allocated among the Members pro rata in accordance with their Units. Tax Losses not allocated to a Member as a result of under this Section 9.2 shall be reallocated among those Members with positive Capital Account balances pro rata in accordance with their Units.
Appears in 1 contract
Samples: Operating Agreement (Cinergy Corp)
Limitation on Losses. Notwithstanding the general allocation of -------------------- Taxable Income and Tax Losses described in Section 9.1paragraph 10.1, no Member shall be allocated Tax Losses in excess of the aggregate of such Member’s 's positive Capital Account balance and such Member’s share balance, Company Minimum Gain (within the meaning of the Company’s Minimum GainTreas. Reg. (S) 1.704-2(b)(2)), and Member Nonrecourse Debt Minimum GainGain (within the meaning of Treas. Reg. (S) 1.704-2(i)(3)), until such time as no Member has a positive Capital Account balance, whereupon subsequent allocations of Tax Losses shall again be allocated among the Members pro rata in accordance with their UnitsUnits of Participation. Furthermore, no Member shall be allocated Tax Losses where it is reasonably anticipated that such Member’s 's Capital Account shall be negative at the end of the fiscal year in which the Tax Losses arise or at the end of the subsequent fiscal year, as a result of distributions of Net Cash Flow during such periods, until such time as no Member would have a positive Capital Account balance after such reasonably anticipated distributions of Net Cash Flow, whereupon subsequent allocations of Tax Losses shall again be allocated among the Members pro rata in accordance with their UnitsUnits of Participation. Tax Losses not allocated to a Member as a result of under this Section 9.2 paragraph 10.2 shall be reallocated among those Members with positive Capital Account balances pro rata in accordance with their UnitsUnits of Participation.
Appears in 1 contract
Samples: Operating Agreement (Princess Beverly Coal Holding Co Inc)
Limitation on Losses. Notwithstanding the general allocation of Taxable Income Profits and Tax Losses described in Section 9.1Article 6, no Member Unitholder shall be allocated Tax Losses in excess of the aggregate of such MemberUnitholder’s positive Capital Account balance and such Member’s share balance, Partnership Minimum Gain (within the meaning of the Company’s Minimum GainTreas. Reg. § 1.704-2(b)(2)), and Member Partner Nonrecourse Debt Minimum GainGain (within the meaning of Treas. Reg. § 1.704-2(i)(3)) (the “Adjusted Capital Account”), until such time as no Member Unitholder has a positive Adjusted Capital Account balance, whereupon subsequent allocations of Tax Losses shall again be allocated among the Members Unitholders pro rata in accordance with their Units. Furthermore, no Member Unitholder shall be allocated Tax Losses where it is reasonably anticipated that such MemberUnitholder’s Adjusted Capital Account shall be negative at the end of the fiscal year Fiscal Year in which the Tax Losses arise or at the end of the subsequent fiscal yearFiscal Year, as a result of distributions of Net Cash Flow during such periods, until such time as no Member Unitholder would have a positive Adjusted Capital Account balance after such reasonably anticipated distributions of Net Cash Flow, whereupon subsequent allocations of Tax Losses shall again be allocated among the Members Unitholders pro rata in accordance with their Units. Tax Losses not allocated to a Member as a result of Unitholder under this Section 9.2 13.4 shall be reallocated among those Members Unitholders with positive Adjusted Capital Account balances pro rata in accordance with their Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement