Loss Allocations. After making any special allocations required under Appendix 1, Losses for each Fiscal Year (and each item of loss and deduction entering into the computation thereof) shall be allocated among the Members (and charged to their respective Capital Accounts) in the following order and priority:
(i) First, to the Members, pro rata in accordance with the amount of Profits being offset, until the cumulative Losses allocated pursuant to this Section 6.1(b)(i) are equal to the cumulative Profits, if any, previously allocated to the Members pursuant to Section 6.1(a)(iv) for all prior periods, in proportion to the Members’ respective shares of the Profits being offset;
(ii) Second, if any, to the Members in accordance with their Contribution Account balances as of the end of the period to which the allocation of Losses under this Section 6.1(b)(ii) relates; and
(iii) Thereafter, if any, as follows, (x) Fifty Percent (50%) to the Series A Members, to each Series A Member in proportion to such Person’s Series A Percentage Interest; and (y) Fifty Percent (50%) to the Series B Members, to each Series B Member in proportion to such Person’s Series B Percentage Interest.
(iv) Losses allocated in accordance with subparagraphs (i), (ii) and (iii), of this Section 6.1(b) to the Capital Account of any Member shall not exceed the maximum amount of Losses that can be so allocated without creating an Adjusted Capital Account Balance deficit with respect to such Capital Account. This limitation shall be applied individually with respect to each Member in order to permit the allocation pursuant to this Section 6.1(b)(iv) of the maximum amount of Losses permissible under Regulations Section 1.704-1(b)(2)(ii)(d). All Losses in excess of the limitations set forth in this Section 6.1(b)(iv) shall be allocated solely to those Members that bear the economic risk for such additional Losses within the meaning of Code Section 704(b) and the Regulations thereunder. If it is necessary to allocate Losses under the preceding sentence, the Manager shall, in accordance with the Regulations promulgated under Code Section 704(b), determine those Members that bear the economic risk for such additional Losses.
Loss Allocations. For each Company Accounting Year from the Agreement Date until the termination of the Company, Loss from Company operations shall be allocated among the Members in the following order of priority:
3.2.1.1 First, among the Members as necessary to cause the portion of each Member's Capital Account balance exceeding such Member's Unrepaid Capital, if any, to be in proportion to the Members' respective Residual Percentages;
3.2.1.2 Second, as necessary to cause each Member's Capital Account balance, determined after adjusting the Members' Capital Accounts for the allocations made pursuant to Section 3.2.1.1 for the Company Accounting Year, to equal such Member's Unrepaid Capital;
3.2.1.3 Third, as necessary to cause each Member's Capital Account balance, determined after adjusting the Members' Capital Accounts for the allocations made pursuant to Sections 3.2.1.1 and 3.
Loss Allocations. For each Partnership Accounting Year from the Agreement Date until the termination of the Partnership, Loss from Partnership operations shall be allocated among the Partners in the following order of priority:
3.2.1.1 First, among the Partners as necessary to cause the portion of each Partner's Capital Account balance exceeding such Partner's Unrepaid Capital, if any, to be in proportion to the Partners' respective Residual Percentages;
3.2.1.2 Second, as necessary to cause each Partner's Capital Account balance, determined after adjusting the Partners' Capital Accounts for the allocations made pursuant to Section 3.2.1.1 for the Partnership Accounting Year, to equal such Partner's Unrepaid Capital;
3.2.1.3 Third, as necessary to cause each Partner's Capital Account balance, determined after adjusting the Partners' Capital Accounts for the allocations made pursuant to Sections 3.2.1.1 and 3.
Loss Allocations. For each Partnership Accounting Year from the Agreement Date until the termination of the Partnership, Loss from Partnership operations shall be allocated among the Partners in the following order of priority:
2.1.1 First, among the Partners as necessary to cause the portion of each Partner's Capital Account balance exceeding such Partner's Unrepaid Capital, if any, to be in proportion to the Partners' respective Residual Percentages;
Loss Allocations. After making any special allocations required under Appendix 1, Losses for each Fiscal Year (including each item of deduction and loss entering into the computation thereof) shall be allocated among the Members (and charged to their respective Capital Accounts) in the following order and priority:
(a) First, to the extent that Profits have previously been allocated to the Members for prior periods pursuant to Section 5.1(b) hereof, Losses shall be allocated to the Members to offset such Profits on a last-in, first-out basis with respect to the Profits allocated under Section 5.1(b) in proportion to the Members’ respective shares of the Profits being offset;
(b) The balance, if any, to the Members in accordance with their respective Percentage Interests; provided that Losses allocated to any Member’s Capital Account in accordance with this Section 5.2 shall not exceed the maximum amount of Losses that can be so allocated without creating an Adjusted Capital Account Balance deficit with respect to such Capital Account. This limitation shall be applied individually with respect to each Member in order to permit the allocation pursuant to this proviso of the maximum amount of Losses permissible under Regulations Section 1.704-1(b)(2)(ii)(d). All Losses in excess of the limitations set forth in this proviso shall be allocated solely to those Members that bear the economic risk for such additional Losses within the meaning of Code Section 704(b) and the Regulations thereunder. If it is necessary to allocate Losses under the preceding sentence, the Managers shall, in accordance with the Regulations promulgated under Code Section 704(b), determine those Members that bear the economic risk for such additional Losses.
Loss Allocations. After any special allocations required by Sections 3.3 and 3.4 have been made, a Loss of the Company for any Fiscal Year or other accounting period shall be allocated to the Members in proportion to their respective Member Percentages.
Loss Allocations. For each Venture Accounting Year from the Agreement Date until the termination of the Venture, Loss from Venture operations shall be allocated among the Venturers in the following order of priority:
Loss Allocations. Except as may be required by the Code, the Regulations, or this Agreement, and after taking into account the provisions of Appendix A to this Agreement, Loss for any Fiscal Year shall be allocated as follows:
(a) First, Loss shall be allocated to the Members pro ratabased on theirProfit Account balances until each Member's Profit Account balance is reduced to zero; and (b) thereafter, Loss shall be a] located to the Members pro rata based on their Capital Contributions.
Loss Allocations. After making any special allocations required under Appendix 1, Losses for each fiscal year (and each item of loss and deduction entering into the computation thereof) shall be allocated among the Members (and charged to their respective Capital Accounts) in the following order and priority: (a) First, to the Members, pro rata based on the amount of Profits being offset, until the cumulative Losses allocated pursuant to this Section 6.2(a) are equal to the cumulative Profits, if any, previously allocated to the Members pursuant to Section 6.1(i) and Section 6.1(j) for all prior periods in proportion to the Members’ respective shares of the Profits being offset; 30
Loss Allocations. No allocation of Losses, or items thereof, will be made to any Member if such allocation would create or increase such Members’ Adjusted Capital Account Deficit. Any such disallowed allocation will be made to the Members entitled to receive such allocation under the Section 704(b) Regulations. Any Member that would have a deficit balance in its Capital Account in excess of any amount such Member is obligated to restore, or is deemed obligated to restore under Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), will be specially allocated items of income and gain to eliminate such deficit balance as quickly as possible.
