Loss Limitations. Losses allocated pursuant to Section 4.2 and Section 10.2(a)(v) shall not exceed the maximum amount of Losses and other items of loss or deduction 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 of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 4.2 or Section 10.2(a)(v), the limitation set forth in this Section 4.3(d) shall be applied on a Member by Member basis and Losses and items of loss or deduction not allocable to any Member as a result of such limitation shall be allocated to the other Members in the manner otherwise required pursuant to Section 4.2 and Section 10.2(a) to the extent such other Members have positive balances in their Capital Accounts so as to allocate the maximum permissible Losses to each Member under Treasury Regulation Section 1.704-1(b)(2)(ii)(d).
Loss Limitations. No allocation of items of loss or deduction pursuant to Section 5.01(a) or Section 9.02(a)(v) shall be made to a Member if such allocation would cause such Member to have a negative balance in an Adjusted Capital Account, or increase the amount of a Member’s negative balance in an Adjusted Capital Account. In the event some but not all of the Members would have a negative balance in an Adjusted Capital Account as a consequence of an allocation of items of loss or deduction pursuant to Section 5.01(a) or Section 9.02(a)(v), the limitation set forth in this Section 5.01(d) shall be applied on a Member by Member basis and items of loss or deduction not allocable to any Member as a result of such limitation shall be allocated to the other Members in the manner otherwise required pursuant to Section 5.01(a) and Section 9.02(a)(v) to the extent such other Members have positive balances in their Adjusted Capital Accounts so as to allocate the maximum permissible items of loss and deduction to each Member under Treasury Regulation Section 1.704-1(b)(2)(ii)(d).
Loss Limitations. No allocation of items of loss or deduction pursuant to Section 5.03(a) shall be made to a Member if such allocation would cause or increase a deficit in the balance of a Member’s Adjusted Capital Account. In the event some but not all of the Members would have a deficit in the balance of their Adjusted Capital Account as a consequence of an allocation of items of loss or deduction pursuant to Section 5.03(a), the limitation set forth in this Section 5.03(e) shall be applied on a Member by Member basis and items of loss or deduction not allocable to any Member as a result of such limitation shall be allocated to the other Members in the manner otherwise required pursuant to Section 5.03(a) to the extent such other Members have positive balances in their Capital Accounts so as to allocate the maximum permissible items of loss and deduction to each Member under Treasury Regulation Section 1.704-1(b)(2)(ii)(d).
Loss Limitations. Notwithstanding Section 4.1, Losses shall not be allocated to the Members in an amount which is greater than the maximum amount of Losses that can be so allocated without causing any Member to have a deficit Capital Account balance, determined at the end of the Company’s tax year, after giving effect to the following adjustments:
A. Crediting to such Capital Accounts any amounts which each Member is obligated to restore pursuant to this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Reg. §§ 1.704–2(g)(1) and 1.704– 2(i)(5); and
B. Debiting to such Capital Accounts the items described in Treas. Reg. §§ 1.704– 1(b)(2)(ii)(d)(4), (5) and (6). If some, but not all, of the Members would have a deficit Capital Account balance as described in the foregoing sentence, the limitations set forth in this Section B.1 shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Treas. Reg. § 1.704(b)(2)(ii)(d). The foregoing loss limitation is intended to comply with the provisions of Treas. Reg. § 1.704–1(b)(2)(ii)(d), and shall be interpreted consistently with said Regulation.
Loss Limitations. Losses allocated pursuant to Section 3.7 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 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 3.7, the limitation set forth in this Section 3.10 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 in accordance with the positive balances in such Member’s Capital Accounts so as to allocate the maximum permissible Losses to each Member under Regulations Section 1.704-1(b)(2)(ii)(d).
Loss Limitations. 5.1.3.1 No Losses shall be allocated to any Interest Holder pursuant to Section 5.1 if the allocation causes the Interest Holder to have an Adjusted Capital Account Deficit or increases the Interest Holder's Adjusted Capital Account Deficit. All Losses in excess of the limitations set forth in this Subsection shall be allocated to the other Interest Holders in accordance with the other Interest Holders' Percentage Interests until all Interest Holders are subject to the limitation of this Subsection, and thereafter, in accordance with the Interest Holders' interest in the Company as determined by the Board. If any Losses are allocated to an Interest Holder because of this Subsection, then notwithstanding any other provision of this Agreement, all subsequent Profits shall be allocated to the Interest Holders pro rata based on Losses allocated to them pursuant to this Subsection until each Interest Holder has been allocated an amount of Profits pursuant to this Subsection equal to the Losses previously allocated to that Interest Holder under this Subsection.
5.1.3.2 If the Company is on the cash method of accounting and more than 50% of the Company's Losses in any year would be allocable to Interest Holders who are limited entrepreneurs (within the meaning of § 464(e)(2) of the Code), then except as otherwise provided in Section 5.1.3.1, the Losses in excess of 50% otherwise allocable to those Interest Holders shall be specially allocated among the other Interest Holders in the ratio that each shares in Losses. If any Losses are allocated to an Interest Holder under this Subsection, then notwithstanding any other provision of this Agreement, all subsequent Profits shall be allocated to the Interest Holders pro rata based on Losses allocated to them pursuant to this Subsection until each Interest Holder has been allocated an amount of Profits pursuant to this Subsection in the current and previous Fiscal Years equal to the Losses allocated to that Interest Holder pursuant to this Subsection in previous Fiscal Years.
Loss Limitations. Losses allocated pursuant to Section 5.01(a) and any items of loss or deduction allocated pursuant to Section 5.01(b)(viii) and Sections 12.02(a)(iv) and (v) shall not exceed the maximum amount of Losses and other items of loss or deduction that can be allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any 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 5.01(a) or any items of loss or deduction allocated pursuant to Section 5.01(b)(viii) or Section 12.02(a)(iv) and (v), the limitation set forth in this Section 5.01(d) shall be applied on a Member by Member basis and Losses and items of loss or deduction not allocable to any Member as a result of such limitation shall be allocated to the other Members pursuant to Sections 5.01 and 12.02 to the extent such other Member’s have positive balances in their Capital Accounts so as to allocate the maximum permissible Losses to each Member under Treasury Regulation Section 1.704-1(b)(2)(ii)(d).
Loss Limitations. (i) With respect to claims for Losses based upon any Sellers or the Company’s representations and warranties arising under Section 9.01(a)(i) or Section 9.01(b)(i), Sellers will not be liable for any such Losses until the aggregate amount of all such Losses exceeds $ [**********] (the “Deductible”), at which point Sellers shall become liable for all Losses under Section 9.01(a)(i) or Section 9.01(b)(i) that are in excess of the Deductible; provided that this limitation shall not apply to claims based on Fundamental Representations (set forth in Article III or Article IV) or based on fraud, intentional or knowing misrepresentation or willful breach. With respect to claims for Losses based upon any of the Company’s representations and warranties arising under Section 9.01(a)(i), Sellers will not be liable for any Losses in excess of $ [**********] (the “Rep Cap”); provided that this limitation shall not apply to claims based on Fundamental Representations (set forth in Article III) or based on fraud, intentional or knowing misrepresentation or willful breach. With respect to claims for Losses based upon any Seller’s representations and warranties arising under Section 9.01(b)(i), such Seller will not be liable for any Losses in excess of the Seller’s indemnification percentage (as set forth in the Funds Flow) of the Rep Cap; provided that this limitation shall not apply to claims based on Fundamental Representations (set forth in Article IV) or based on fraud, intentional or knowing misrepresentation or willful breach. Sellers or such Seller (as applicable) will not be liable for Losses (i) under Section 9.01(a) but with respect to Section 9.01(a)(i), solely with respect to breaches of the Fundamental Representations set forth in Article III) in excess of the aggregate amount of $ [**********], and (ii) under Section 9.01(b) (but with respect to Section 9.01(b)(i), solely with respect to breaches of the Fundamental Representations set forth in Article IV) in excess of such Seller’s indemnification percentage (as set forth on Funds Flow) of $ [**********] (in each case, the “Cap”); provided that the shall not apply to claims based on fraud, intentional or knowing misrepresentation or willful breach. Notwithstanding anything to the contrary herein, no Seller that is designated as a small minority investor shall be liable under Section 9.01(a) for any Losses which exceed the aggregate amount of the Aggregate Consideration received by such Seller that is a small...
Loss Limitations. (a) For purposes of this Section 4.4, "Losses" means any and all demands, claims, actions, losses, damages, liabilities, obligations, fines, deficiencies, costs and expenses (including the reasonable fees and expenses of consultants and counsel), whether or not resulting from third party claims, including interest and penalties with respect thereto.
Loss Limitations. Notwithstanding Section 6.1(b), no Net Losses shall be allocated to a Member to the extent it would increase or cause such Member to have an Adjusted Capital Account Deficit (as defined in Section 6.2(b) below). Any such Net Losses shall be specially allocated to the other Members proportional to their Percentage Interests. Notwithstanding Section 6.1(c), if any Net Losses are specially allocated pursuant to the preceding sentence, subsequent allocations of Net Profits shall be made to offset, in reverse order, such prior special allocations of Net Losses.
