Common use of Loss Limitation Clause in Contracts

Loss Limitation. Losses allocated pursuant to Section 5.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Year. In the event some but not all the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 hereof, the limitation set forth in this Section 5.5 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

Appears in 4 contracts

Samples: Operating Agreement (Seacor Smit Inc), Operating Agreement (Seacor Smit Inc), Operating Agreement (Chiles Magellan LLC)

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Loss Limitation. Losses allocated pursuant to Section 5.2 5.1 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 5.1 hereof, the limitation set forth in this Section 5.5 5.1.1 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Member's Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Cemex Sa De Cv), Limited Liability Company Agreement (Cemex Sa De Cv)

Loss Limitation. Losses allocated pursuant to Section 5.2 6.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 6.2 hereof, the limitation set forth in this Section 5.5 6.5 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1.704- 1(b)(2)(ii)(d) of the Regulations.

Appears in 2 contracts

Samples: Operating Agreement (Magellan Health Services Inc), Operating Agreement (Magellan Health Services Inc)

Loss Limitation. (a) Notwithstanding the foregoing provisions of Section 6.1, the Losses allocated pursuant to Section 5.2 hereof 6.1 shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable YearFiscal Period. In Subject to section 6.4(b) in the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 hereof6.1, the limitation set forth in this Section 5.5 6.4 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' their Capital Accounts so as to allocate the maximum permissible Losses to each Member under Regulations Section 1.704-1(b)(2)(ii)(d) of the Regulations).

Appears in 2 contracts

Samples: Operating Agreement (Gerova Financial Group LTD), Operating Agreement (FUND.COM Inc.)

Loss Limitation. Losses allocated pursuant to Section 5.2 6.1 hereof shall not exceed the maximum amount of Losses losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Yeartaxable year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses losses pursuant to Section 5.2 6.1 hereof, the limitation set forth in this Section 5.5 6.1 shall be applied on a Member by Member basis basis, and Losses losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in of such Members' Capital Accounts so as to allocate the maximum permissible Losses losses to each Member under Section 1.704-1(b)(2)(ii)(d1 (b)(2)(ii)(d) of the Treasury Regulations.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cascades Inc)

Loss Limitation. Losses allocated pursuant to Section 5.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 hereof, the limitation set forth in this Section 5.5 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Member’s Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section Treas. Reg. §1.704-1(b)(2)(ii)(d) of the Regulations).

Appears in 1 contract

Samples: Limited Liability Company Agreement (NRG Retail LLC)

Loss Limitation. Losses allocated pursuant to Section 5.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Year. In the event some but not all the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 hereof, the limitation set forth in this Section 5.5 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata PRO RATA in accordance with the positive balances in such Members' Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d1(b)(2)(ii)(D) of the Regulations.

Appears in 1 contract

Samples: Operating Agreement (Chiles Offshore LLC)

Loss Limitation. Losses allocated pursuant to Section 5.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 hereof, the limitation set forth in this Section 5.5 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Member’s Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section Treas. Reg. §1.704-1(b)(2)(ii)(d) of the Regulationsl(b)(2)(ii)(d).

Appears in 1 contract

Samples: Limited Liability Company Agreement (NRG Retail LLC)

Loss Limitation. Losses allocated pursuant to Section 5.2 5.1 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Yearfiscal year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 5.1 hereof, the limitation set forth in this Section 5.5 5.7 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Member’s Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

Appears in 1 contract

Samples: Operating Agreement (Sport Haley Inc)

Loss Limitation. Losses allocated pursuant to Section 5.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 hereof, the limitation set forth in this Section 5.5 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Member’s Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

Appears in 1 contract

Samples: Preferred Unit Purchase Agreement (Elandia International Inc.)

Loss Limitation. Losses allocated pursuant to Section 5.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 hereof, the limitation set forth in this Section 5.5 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Member's Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

Appears in 1 contract

Samples: Operating Agreement (Rock Tenn Co)

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Loss Limitation. Losses allocated pursuant to Section 5.2 6.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to 22 22 Section 5.2 6.2 hereof, the limitation set forth in this Section 5.5 6.5 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1.704- 1(b)(2)(ii)(d) of the Regulations.

Appears in 1 contract

Samples: Operating Agreement (Crescent Operating Inc)

Loss Limitation. Losses allocated pursuant to Section 5.2 hereof 4.2 shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 hereof4.2, the limitation limitations set forth in this Section 5.5 4.5 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Member's Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Amerada Hess Corp)

Loss Limitation. Losses allocated pursuant to Section 5.2 4.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 4.2 hereof, the limitation set forth in this Section 5.5 4.5 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Member's Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) and Section 1.702(g)(i) of the Regulations.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Alliance Pharmaceutical Corp)

Loss Limitation. Losses allocated pursuant to Section 5.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Year. In the event some but not all the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 hereof, the limitation set forth in this Section 5.5 5.4 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

Appears in 1 contract

Samples: Operating Agreement (Greenmarine Acquisition Corp)

Loss Limitation. Losses allocated pursuant to Section 5.2 6.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 6.2 hereof, the limitation set forth in this Section 5.5 6.5 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Member’s Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

Appears in 1 contract

Samples: Fourth Amended And (TVAX Biomedical, Inc.)

Loss Limitation. Losses allocated pursuant to Section 5.2 8.3 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 8.3 hereof, the limitation set forth in this Section 5.5 8.6 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Member’s Capital Accounts so as to allocate the maximum permissible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations.

Appears in 1 contract

Samples: Operating Agreement (Trestle Transport, Inc.)

Loss Limitation. Losses allocated pursuant to Section 5.2 5.3 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Taxable Allocation Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 5.2 5.1 hereof, the limitation set forth in this Section 5.5 5.4 shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members pro rata in accordance with the positive balances in such Members' Member’s Capital Accounts so as to allocate the maximum permissible Losses to each Member under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Viant Technology Inc.)

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