Common use of Limitations on Loss Allocation Clause in Contracts

Limitations on Loss Allocation. Notwithstanding the provisions of Sections 5.1 or 5.3, in no event shall Losses (or items of loss, deduction or Section 705(a)(2)(B) Expenditure) of the Company be allocated to a Member to the extent such allocation would result in such Member having a Qualified Income Offset Amount. Any allocation (in whole or in part) to a Member which is prevented by the operation of the preceding sentence shall be reallocated to Members having positive Capital Account balances pro rata in accordance with such Members' Percentage Interests; provided, however, that if there is no Member to which such Losses (or items of loss, deduction or Section 705(a)(2)(B) Expenditure) can be allocated without causing such Member to have a Qualified Income Offset Amount, then such Losses shall be allocated to all the Members pro rata in accordance with their Percentage Interests.

Limitations on Loss Allocation. Notwithstanding the provisions of Sections 5.1 or 5.3Section 5.1, in no event shall Losses (or items of loss, deduction or Section 705(a)(2)(B) Expenditure) of the Company be allocated to a Member to the extent if such allocation would result in such Member having a Qualified Income Offset Amount. Any allocation (in whole or in part) to a Member which is prevented by the operation of the preceding sentence shall be reallocated to the other Members having positive Capital Account balances pro rata in accordance with such Members' Percentage InterestsSection 5.1 and subject to this Section 5.2(c); provided, however, that if there is no Member to which such Losses (or items of loss, deduction or Section 705(a)(2)(B) Expenditure) can be allocated without causing such Member to have a Qualified Income Offset Amount, then such Losses shall be allocated to all the Members pro rata in accordance with their Percentage Interests.

Limitations on Loss Allocation. Notwithstanding the provisions of Sections 5.1 or 5.3Section 5.1, in no event shall Losses (or items of loss, deduction or Section 705(a)(2)(B) Expenditure) of the Company be allocated to a Member to the extent such allocation would result in such Member having a Qualified Income Offset Amount. Any allocation (in whole or in part) to a Member which is prevented by the operation of the preceding sentence shall be reallocated to Members having positive Capital Account balances pro rata in accordance with such Members' Percentage Interests; provided, however, that if there is no Member to which such Losses (or items of loss, deduction or Section 705(a)(2)(B) Expenditure) can be allocated without causing such Member to have a Qualified Income Offset Amount, then such Losses shall be allocated to all the Members pro rata in accordance with their Percentage Interests.