Net Losses. After giving effect to the special allocations set forth in Section 6.2 below, Net Losses shall be allocated as follows: (i) First, one hundred percent (100%) to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, to the General Partner and the Class B Unit holders in an amount equal to the excess, if any, of (A) the cumulative Net Income allocated pursuant to Section 6.1(a)(xii) hereof for all prior fiscal years in excess of distributions of Available Cash to such Partners for which no corresponding allocation of Net Income had been made (or is required to be made) under Sections 6.1(a)(i)-(xi) hereof, over (B) the cumulative Net Losses allocated pursuant to this Section 6.1(b)(i) for all prior fiscal years; (ii) Second, to the Original Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(vii) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts); (iii) Third, to the Original Limited Partners with positive Adjusted Capital Account balances (determined, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero; (iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Original Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit; (v) Fifth, to the Additional Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts); (vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero; (vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit; (viii) Eighth, to the holders of Parity Preferred Units until their respective Adjusted Capital Account Balance (determined, solely for purposes of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), has been reduced to zero; and (ix) Any remaining Net Loss shall be allocated to the General Partner and any other holders of Class B Units. Notwithstanding the foregoing, Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix) to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in the preceding sentence of this Section 6.1(b) shall be allocated to the General Partner.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Regency Centers Lp), Limited Partnership Agreement (Regency Realty Corp), Limited Partnership Agreement (Regency Centers Corp)
Net Losses. After giving effect to the special allocations set forth in Section 6.2 below5.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows:
(i) First, one hundred percent (100%) 80% to the Original Partners holding Common Units, Pro Rata, and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, 20% to the Partners holding General Partner and Units, Pro Rata, until the Class B Unit holders in an amount equal to the excess, if any, of (A) the cumulative Net Income allocated pursuant to Section 6.1(a)(xii) hereof for all prior fiscal years in excess of distributions of Available Cash to such Partners for which no corresponding allocation of Net Income had been made (or is required to be made) under Sections 6.1(a)(i)-(xi) hereof, over (B) the cumulative aggregate Net Losses allocated pursuant to this Section 6.1(b)(i5.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 5.1(a)(vi) for all prior fiscal previous taxable years;
(ii) Second, 90% to the Original Limited Partners holding Common Units, Pro Rata, and 10% to the Partners holding General Partner Units, Pro Rata, until the cumulative allocations of aggregate Net Losses under allocated pursuant to this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(vii) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii5.1(b)(ii) for the current taxable year and all prior fiscal previous taxable years (such allocation being made in proportion is equal to the aggregate Net Income allocated to such Partners' respective excess amounts)Partners pursuant to Section 5.1(a)(v) for all previous taxable years;
(iii) Third, Third 100% to the Original Limited Partners with positive Adjusted Capital Account balances (determinedholding General Partner Units, solely for purposes of Pro Rata, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(iii), without regard 5.1(b)(iii) for the current taxable year and all previous taxable years is equal to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion the aggregate Net Income allocated to such balances, until such balances are reduced Partners pursuant to zeroSection 5.1(a)(iv) for all previous taxable years;
(iv) Fourth, 100% to the Original Limited Partners in proportion holding Common Units, Pro Rata, until the aggregate Net Losses allocated pursuant to their relative Percentage Interests; provided, however, that this Section 5.1(b)(iv) for the current taxable year and all previous taxable years is equal to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such aggregate Net Loss shall be Income allocated to those Original Limited such Partners (in proportion pursuant to their relative Percentage InterestsSection 5.1(a)(iii) for whom such allocation would not cause or increase an Adjusted Capital Account Deficitall previous taxable years;
(v) Fifth, 100% to the Additional Limited Partners until General Partner and the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(vii) Seventh, to the Additional Limited Partners in proportion to accordance with their relative respective Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(viii) Eighth, to the holders of Parity Preferred Units until their respective Adjusted Capital Account Balance (determined, solely for purposes of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), has been reduced to zero; and
(ix) Any remaining Net Loss shall be allocated to the General Partner and any other holders of Class B Units. Notwithstanding the foregoing, Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix5.1(b)(v) to the extent that such allocation would cause such any Limited Partner to have an a deficit balance in its Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account DeficitAccount). All Net Losses in excess of ; and
(vi) Sixth, the limitations set forth in the preceding sentence of this Section 6.1(b) shall be allocated balance, if any, 100% to the General Partner.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Star Group Lp), Limited Partnership Agreement (Star Gas Partners Lp), Limited Partnership Agreement (Star Gas Partners Lp)
Net Losses. After giving effect to the special allocations set forth in Section 6.2 below6.1(d), including Section 6.1(d)(x)(B), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows:
(i) First, one hundred percent (100%) to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, 2% to the General Partner Partner, and the Class B Unit holders in an amount equal 98% to the excessUnitholders holding Common Units, if anyPro Rata, of (A) until the cumulative Net Income allocated pursuant to Section 6.1(a)(xii) hereof for all prior fiscal years in excess of distributions of Available Cash to such Partners for which no corresponding allocation of Net Income had been made (or is required to be made) under Sections 6.1(a)(i)-(xi) hereof, over (B) the cumulative aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all prior fiscal years;
(ii) Second, previous taxable years is equal to the Original Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of aggregate Net Income under allocated pursuant to Section 6.1(a)(vii6.1(a)(iii) to such Partners for all prior fiscal years over previous taxable years, provided that the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(iii) Third, to the Original Limited Partners with positive Adjusted Capital Account balances (determined, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Original Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(v) Fifth, to the Additional Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(viii) Eighth, to the holders of Parity Preferred Units until their respective Adjusted Capital Account Balance (determined, solely for purposes of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), has been reduced to zero; and
(ix) Any remaining Net Loss shall be allocated to the General Partner and any other holders of Class B Units. Notwithstanding the foregoing, Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix6.1(b)(i) to the extent that such allocation would cause such Limited Partner any Unitholder holding Common Units to have an a deficit balance in its Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);
(ii) Second, 2% to the General Partner, and 98% to the Unitholders holding Common Units, Pro Rata; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder holding Common Units to have a deficit balance in its Adjusted Capital Account Deficitat the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). All Net Losses ;
(iii) Third, to all holders of Preferred Units, in excess proportion to their positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Preferred Unit then Outstanding has been reduced to zero; and
(iv) Fourth, the limitations set forth in the preceding sentence of this Section 6.1(b) shall be allocated balance, if any, 100% to the General Partner.
Appears in 3 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Teekay LNG Partners L.P.), Limited Partnership Agreement (Teekay LNG Partners L.P.)
Net Losses. After giving effect to the special allocations set forth in Section 6.2 below1 of Exhibit C and allocation provisions of the Attachments A and B, Net Losses shall be allocated as followsallocated:
(i1) First, one hundred percent (100%) to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, to the General Partner and the Class B Unit holders in an amount equal to the excess, if any, of (A) the cumulative Net Income allocated pursuant to Section 6.1(a)(xii) hereof for all prior fiscal years in excess of distributions of Available Cash to such Partners for which no corresponding allocation of Net Income had been made (or is required to be made) under Sections 6.1(a)(i)-(xi) hereof, over (B) the cumulative Net Losses allocated pursuant to this Section 6.1(b)(i) for all prior fiscal years;
(ii) Second, to the Original Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(vii) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(iii) Third, to the Original Limited Partners with positive Adjusted Capital Account balances (determined, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Original Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(v) Fifth, to the Additional Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(viii) Eighthfirst, to the holders of Parity Preferred Units, in proportion to, and to the extent that, their share of the Net Income previously allocated pursuant to Section 6.1.A(4) exceeds, on a cumulative basis, the sum of (a) distributions with respect to such Units until their respective Adjusted Capital Account Balance pursuant to clause (determinedii) of Section 5.1.B and (b) Net Losses allocated under this clause (1);
(2) second, solely for purposes with respect to classes, series and sub-series of this Section 6.1(b)(viii), without regard Units that are not entitled to any obligation preference in distribution upon liquidation, to each such class, series and sub-series in with the order of a Partner to restore a negative Capital Account under Section 13.4the priorities of such class, series and sub-series (and, within each such class, series and sub-series, in the same manner, as nearly as possible, as corresponding distributions are made), has been reduced to zero; and
(ix) Any remaining Net Loss shall be allocated to the General Partner and any other holders of Class B Units. Notwithstanding the foregoing, provided that Net Losses shall not be allocated to any Limited Partner Member pursuant to this Section 6.1(b)(ix6.1.B(2) to the extent that such allocation would cause such Limited Partner Member to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit) (determined in each case (i) by not including in the Members’ Adjusted Capital Accounts any amount that a Member is obligated to contribute to the Company with respect to any deficit in its Capital Account pursuant to Section 13.3 and (ii) in the case of a Member who also holds classes of Units that are entitled to any preferences in distribution upon liquidation, by subtracting from such Members’ Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation) at the end of such Fiscal Year (or portion thereof). All ;
(3) third, to the Managing Member in an amount equal to the excess of (a) the amount of the Recourse Liabilities over (b) the Aggregate DRO Amount;
(4) fourth, to and among the DRO Members, in proportion to their respective DRO Amounts, until such time as the DRO Members as a group have been allocated cumulative Net Losses in excess of the limitations set forth in the preceding sentence of pursuant to this Section 6.1(bclause (5) shall be allocated equal to the General PartnerAggregate DRO Amount; and
(5) thereafter, to the Managing Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Trizec Properties Inc), Contribution Agreement (Trizec Properties Inc)
Net Losses. After giving effect to the special allocations set forth in Section 6.2 below6.1(d) and as otherwise provided in Article V, Net Losses for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable year shall be allocated as follows:
(i) First, one hundred percent (100%) to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, % to the General Partner and the Class Unitholders (other than Series A Holders, Series B Unit holders Holders and Series C Holders), in an amount equal to accordance with their respective Percentage Interests, until the excess, if any, of (A) the cumulative Net Income allocated pursuant to Section 6.1(a)(xii) hereof for all prior fiscal years in excess of distributions of Available Cash to such Partners for which no corresponding allocation of Net Income had been made (or is required to be made) under Sections 6.1(a)(i)-(xi) hereof, over (B) the cumulative aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all prior fiscal years;
(ii) Second, previous taxable years is equal to the Original Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of aggregate Net Income under Section 6.1(a)(vii) allocated to such Partners pursuant to Section 6.1(a)(iv) for all prior fiscal years over previous taxable years, provided that the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(iii) Third, to the Original Limited Partners with positive Adjusted Capital Account balances (determined, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Original Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(v) Fifth, to the Additional Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(viii) Eighth, to the holders of Parity Preferred Units until their respective Adjusted Capital Account Balance (determined, solely for purposes of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), has been reduced to zero; and
(ix) Any remaining Net Loss shall be allocated to the General Partner and any other holders of Class B Units. Notwithstanding the foregoing, Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix6.1(b)(i) to the extent that such allocation would cause such Limited Partner any Unitholder to have an a deficit balance in its Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);
(ii) Second, 100% to the General Partner and the Unitholders (other than Series A Holders, Series B Holders and Series C Holders) in accordance with their respective Percentage Interests; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account Deficitat the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). All For purposes of allocating Net Losses in excess of the limitations set forth in the preceding sentence of pursuant to this Section 6.1(b) ), notwithstanding the foregoing, the Class E Units shall not be allocated any Net Losses pursuant to this Section 6.1(b);
(iii) Third, to all Series A Holders, Series B Holders and Series C Holders, in proportion to their respective positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Series A Preferred Unit, Series B Preferred Unit and Series C Preferred Unit then Outstanding has been reduced to zero; and
(iv) Fourth, the balance, if any, 100% to the General Partner.”
(f) Section 6.1(c) of the Partnership Agreement is hereby amended and restated as follows:
Appears in 2 contracts
Samples: Fourth Amended and Restated Agreement of Limited Partnership (Energy Transfer Partners, L.P.), Fourth Amended and Restated Agreement of Limited Partnership
Net Losses. After giving effect to the special allocations set forth in Section 6.2 belowSections 5.1(d) and 5.1(e), all remaining items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated in the same manner as such Net Losses are allocated hereunder, which Net Losses shall be allocated as follows:
(i) While any Series A Preference Units are Outstanding. During any period in which any Series A Preference Units are outstanding:
(A) First, one hundred percent (100%) to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, 1% to the General Partner and 99% to the Class Limited Partners holding Series A Common Units, Series A Preference Units and Series B Preference Units (allocated between each such series and among the Limited Partners holding Units of each such series as provided below in this Section 5.1(b)(i)(A)) until Net Losses are allocated to each Unit holders pursuant to this Section 5.1(b)(i)(A) for the current taxable year and all previous taxable years in an amount equal to the excess, if any, of (A) the cumulative Net Income allocated to such Unit pursuant to Section 6.1(a)(xii5.1(a)(iv) hereof for all prior fiscal years previous taxable years. As among the Limited Partners holding each of the Series A Common Units, Series A Preference Units and Series B Preference Units, any distributions under this Section 5.1(b)(i)(A) shall be allocated in excess of distributions of Available Cash proportion to such Partners for which no corresponding allocation of the Net Income had been made (or is required allocated to one of each such Units pursuant to Section 5.1(a)(iv) for all previous taxable years, and as among the Limited Partners holding a particular series of Units, such distributions shall be made) under Sections 6.1(a)(i)-(xi) hereof, over allocated in the proportion that the respective number of Units in such series held by them bears to the total number of Units in such series then Outstanding;
(B) the cumulative Net Losses allocated pursuant to this Section 6.1(b)(i) for all prior fiscal years;
(ii) Second, to the Original Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(vii) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(iii) Third, to the Original Limited Partners with positive Adjusted Capital Account balances (determined, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Original Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(v) Fifth, to the Additional Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(viii) Eighth, to the holders of Parity Preferred Units until their respective Adjusted Capital Account Balance (determined, solely for purposes of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), has been reduced to zero; and
(ix) Any remaining Net Loss shall be allocated 1% to the General Partner and any other holders 99% to the Limited Partners holding Series A Common Units, in the proportion that the respective number of Class B Units. Notwithstanding Series A Common Units held by them bears to the foregoingtotal number of Series A 30 Common Units then Outstanding, provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix5.1(b)(ii) to the extent that such allocation would cause such any Limited Partner to have an a deficit balance in its Adjusted Capital Account Deficit at the end of such taxable period (or increase any existing deficit balance in its Adjusted Capital Account);
(C) Third, 1% to the General Partner and 99% to the Limited Partners holding Series A Preference Units and Series B Preference Units (allocated between each such series and among the Limited Partners holding Units of each such series as provided below in this Section 5.1(b)(i)(C)), provided that Net Losses shall not be allocated pursuant to this Section 5.1(b)(i) to the extent that such allocation would cause any Limited Partner to have a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit balance in its Adjusted Capital Account). As among the Limited Partners holding the Series A Preference Units and the Limited Partners holding the Series B Preference Units, any distributions under this Section 5.1(b)(i)(C) shall be allocated based on their respective Preference Unit Sharing Ratios, and as among the Limited Partners holding a particular series of Units, such distributions shall be allocated in the proportion that the respective number of Units in such series held by them bears to the total number of Units in such series then Outstanding; and
(D) Fourth, the balance, if any, 100% to the General Partner.
(ii) While no Series A Preference Units are Outstanding. During any period in which no Series A Preference Units are outstanding:
(A) First, 1% to the General Partner and 99% to the Limited Partners holding Series A Common Units and Series B Preference Units (allocated between each such series and among the Limited Partners holding Units of each such series as provided below in this Section 5.1(b)(ii)(A)) until Net Losses are allocated to each Unit pursuant to this Section 5.1(b)(ii)(A) for the current taxable year and all previous taxable years in an amount equal to the Net Income allocated to such Unit pursuant to Section 5.1(a)(iv) for all previous taxable years. As among the Limited Partners holding the Series A Common Units and the Limited Partners holding the Series B Preference Units, any distributions under this Section 5.1(b)(ii)(A) shall be allocated in proportion to the amounts of Net Income allocated to the Limited Partners holding such Units pursuant to Section 5.1(a)(iv) for all previous taxable years, and as among the Limited Partners holding a particular series of Units, such distributions shall be allocated in the proportion that the respective number of Units in such series held by them bears to the total number of Units in such series then Outstanding;
(B) Second, 1% to the General Partner and 99% to the Limited Partners holding Series A Common Units, in the proportion that the respective number of Series A Common Units held by them bears to the total number of Series A Common Units then Outstanding, provided that Net Losses shall not be allocated pursuant to this Section 5.1(b)(ii)(B) to the extent that such allocation would cause any Limited Partner holding Series A Common Units to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); and
(C) Third, 1% to the General Partner and 99% to the Limited Partners holding Series B Preference Units in the proportion that the respective number of Series B Preference Units held by them bears to the total number of Series B Preference Units then Outstanding, provided that Net Losses shall not be allocated pursuant to this Section 5.1(b)(i)(C) to the extent that such allocation would cause any Limited Partner holding Series B Preference Units to have a deficit balance in its Adjusted Capital Account Deficitat the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account balance). All Net Losses in excess of ; and
(D) Fourth, the limitations set forth in the preceding sentence of this Section 6.1(b) shall be allocated balance, if any, 100% to the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Gulfterra Energy Partners L P)
Net Losses. After giving effect to the special allocations set ---------- forth in Section 6.2 below, Net Losses shall be allocated as follows:follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, one hundred percent (100%) to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, to the General Partner and the Class B Unit holders in an amount equal to the excess, if any, of (A) the cumulative Net Income allocated pursuant to Section 6.1(a)(xii6.1(A)(XII) hereof for all prior fiscal years in excess of distributions of Available Cash to such Partners for which no corresponding allocation of Net Income had been made (or is required to be made) under Sections 6.1(a)(i)-(xi) hereofyears, over (B) the cumulative Net Losses allocated pursuant to this Section 6.1(b)(i) for all prior fiscal years;
(ii) Second, to the Original Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(vii6.1(A)(VII) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(iii) Third, to the Original Limited Partners with positive Adjusted Capital Account balances (determined, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the -------- ------- extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Original Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;; and
(v) Fifth, to the Additional Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi6.1(A)(XI) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the -------- ------- extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(viii) Eighth, to the holders of Parity Preferred Units until their respective Adjusted Capital Account Balance (determined, solely for purposes of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), has been reduced to zero; and
(ix) Any remaining Net Loss shall be allocated to the General Partner and any other holders of Class B Units. Notwithstanding the foregoing, Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix) to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in the preceding sentence of this Section 6.1(b) shall be allocated to the General Partner.
Appears in 1 contract
Samples: Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership (Regency Centers Lp)
Net Losses. After giving effect to the special allocations set forth in Section 6.2 below6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows:
(i) First, one hundred percent (100%x) to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units and Class B Unit holders in an amount Units, Pro Rata, a percentage equal to 100% less the excesspercentage applicable to subclause (x) of this subparagraph (i), if any, of (A) until the cumulative Net Income allocated pursuant to Section 6.1(a)(xii) hereof for all prior fiscal years in excess of distributions of Available Cash to such Partners for which no corresponding allocation of Net Income had been made (or is required to be made) under Sections 6.1(a)(i)-(xi) hereof, over (B) the cumulative aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all prior fiscal years;
(ii) Second, previous taxable years is equal to the Original Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of aggregate Net Income under Section 6.1(a)(vii) allocated to such Partners pursuant to Section 6.1(a)(iii) for all prior fiscal years over previous taxable years, provided that the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(iii) Third, to the Original Limited Partners with positive Adjusted Capital Account balances (determined, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Original Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(v) Fifth, to the Additional Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(viii) Eighth, to the holders of Parity Preferred Units until their respective Adjusted Capital Account Balance (determined, solely for purposes of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), has been reduced to zero; and
(ix) Any remaining Net Loss shall be allocated to the General Partner and any other holders of Class B Units. Notwithstanding the foregoing, Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix6.1(b)(i) to the extent that such allocation would cause such Limited Partner any Unitholder to have an a deficit balance in its Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);
(ii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units and Class B Units, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (x) of this subparagraph (ii); provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account Deficitat the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account). All Net Losses ;
(iii) Third, to all Partners holding Preferred Units, in excess proportion to their positive Adjusted Capital Account balances, until the Adjusted Capital Account in respect of each Preferred Unit then Outstanding has been reduced to zero; and
(iv) Thereafter, the limitations set forth in the preceding sentence of this Section 6.1(b) shall be allocated balance, if any, 100% to the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Targa Resources Partners LP)
Net Losses. After giving effect to the special allocations set forth in Section 6.2 belowSections 5.1(d) and 5.1(e), all remaining items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated in the same manner as such Net Losses are allocated hereunder, which Net Losses shall be allocated as follows:
(i) While any Series A Preference Units are Outstanding. During any period in which any Series A Preference Units are outstanding:
(A) First, one hundred percent (100%) to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, 1% to the General Partner and 99% to the Class Limited Partners holding Series A Common Units, Series A Preference Units and Series B Preference Units (allocated between each such series and among the Limited Partners holding Units of each such series as provided below in this Section 5.1(b)(i)(A)) until Net Losses are allocated to each Unit holders pursuant to this Section 5.1(b)(i)(A) for the current taxable year and all previous taxable years in an amount equal to the excess, if any, of (A) the cumulative Net Income allocated to such Unit pursuant to Section 6.1(a)(xii5.1(a)(iv) hereof for all prior fiscal years previous taxable years. As among the Limited Partners holding each of the Series A Common Units, Series A Preference Units and Series B Preference Units, any distributions under this Section 5.1(b)(i)(A) shall be allocated in excess of distributions of Available Cash proportion to such Partners for which no corresponding allocation of the Net Income had been made (or is required allocated to one of each such Units pursuant to Section 5.1(a)(iv) for all previous taxable years, and as among the Limited Partners holding a particular series of Units, such distributions shall be made) under Sections 6.1(a)(i)-(xi) hereof, over allocated in the proportion that the respective number of Units in such series held by them bears to the total number of Units in such series then Outstanding;
(B) the cumulative Net Losses allocated pursuant to this Section 6.1(b)(i) for all prior fiscal years;
(ii) Second, to the Original Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(vii) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(iii) Third, to the Original Limited Partners with positive Adjusted Capital Account balances (determined, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Original Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(v) Fifth, to the Additional Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(viii) Eighth, to the holders of Parity Preferred Units until their respective Adjusted Capital Account Balance (determined, solely for purposes of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), has been reduced to zero; and
(ix) Any remaining Net Loss shall be allocated 1% to the General Partner and any other holders 99% to the Limited Partners holding Series A Common Units, in the proportion that the respective number of Class B Units. Notwithstanding Series A Common Units held by them bears to the foregoingtotal number of Series A Common Units then Outstanding, provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix5.1(b)(ii) to the extent that such allocation would cause such any Limited Partner to have an a deficit balance in its Adjusted Capital Account Deficit at the end of such taxable period (or increase any existing deficit balance in its Adjusted Capital Account); (C) Third, 1% to the General Partner and 99% to the Limited Partners holding Series A Preference Units and Series B Preference Units (allocated between each such series and among the Limited Partners holding Units of each such series as provided below in this Section 5.1(b)(i)(C)), provided that Net Losses shall not be allocated pursuant to this Section 5.1(b)(i) to the extent that such allocation would cause any Limited Partner to have a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit balance in its Adjusted Capital Account). As among the Limited Partners holding the Series A Preference Units and the Limited Partners holding the Series B Preference Units, any distributions under this Section 5.1(b)(i)(C) shall be allocated based on their respective Preference Unit Sharing Ratios, and as among the Limited Partners holding a particular series of Units, such distributions shall be allocated in the proportion that the respective number of Units in such series held by them bears to the total number of Units in such series then Outstanding; and (D) Fourth, the balance, if any, 100% to the General Partner.
(ii) While no Series A Preference Units are Outstanding. During any period in which no Series A Preference Units are outstanding:
(A) First, 1% to the General Partner and 99% to the Limited Partners holding Series A Common Units and Series B Preference Units (allocated between each such series and among the Limited Partners holding Units of each such series as provided below in this Section 5.1(b)(ii)(A)) until Net Losses are allocated to each Unit pursuant to this Section 5.1(b)(ii)(A) for the current taxable year and all previous taxable years in an amount equal to the Net Income allocated to such Unit pursuant to Section 5.1(a)(iv) for all previous taxable years. As among the Limited Partners holding the Series A Common Units and the Limited Partners holding the Series B Preference Units, any distributions under this Section 5.1(b)(ii)(A) shall be allocated in proportion to the amounts of Net Income allocated to the Limited Partners holding such Units pursuant to Section 5.1(a)(iv) for all previous taxable years, and as among the Limited Partners holding a particular series of Units, such distributions shall be allocated in the proportion that the respective number of Units in such series held by them bears to the total number of Units in such series then Outstanding;
(B) Second, 1% to the General Partner and 99% to the Limited Partners holding Series A Common Units, in the proportion that the respective number of Series A Common Units held by them bears to the total number of Series A Common Units then Outstanding, provided that Net Losses shall not be allocated pursuant to this Section 5.1(b)(ii)(B) to the extent that such allocation would cause any Limited Partner holding Series A Common Units to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); and
(C) Third, 1% to the General Partner and 99% to the Limited Partners holding Series B Preference Units in the proportion that the respective number of Series B Preference Units held by them bears to the total number of Series B Preference Units then Outstanding, provided that Net Losses shall not be allocated pursuant to this Section 5.1(b)(i)(C) to the extent that such allocation would cause any Limited Partner holding Series B Preference Units to have a deficit balance in its Adjusted Capital Account Deficitat the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account balance). All Net Losses in excess of ; and
(D) Fourth, the limitations set forth in the preceding sentence of this Section 6.1(b) shall be allocated balance, if any, 100% to the General Partner.
Appears in 1 contract
Net Losses. After giving effect to the special allocations set forth in Section SECTION 6.2 below, Net Losses shall be allocated as follows:
(i) First, one hundred percent (100%) Net Losses shall be allocated to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, pro rata, in proportion to their Class A Common Units; PROVIDED, HOWEVER, that such Net Losses allocable to the General Partner and the any Original Class B Unit holders A Limited Partner which were allocated Net Income in an amount equal respect of such Class A Common Units pursuant to the excessproviso of SECTION 6.1(a)(ix), if anyshall be allocated, pro rata, (i) 43 percent to such Original Class A Limited Partners, pro rata, in accordance with their respective Class A Common Units and (ii) 57 percent to the General Partner until the cumulative Net Losses allocated to each such Partner in respect of (Asuch Class A Common Units under this SECTION 6.1(b)(i) for all Partnership taxable years equal the cumulative Net Income allocated pursuant to Section 6.1(a)(xii) hereof for all prior fiscal years in excess respect of distributions of Available Cash to such Partners for which no corresponding allocation of Net Income had been made (or is required to be made) Partner's Class A Common Units under Sections 6.1(a)(i)-(xi) hereof, over (B) the cumulative Net Losses allocated pursuant to this Section 6.1(b)(iSECTION 6.1(a)(ix) for all prior fiscal Partnership taxable years;
(ii) Second, any remaining Net Losses shall be allocated to the Original Limited Partners Partners, pro rata, in respect of their respective Class A Common Units, until the cumulative allocations of Net Losses allocated to each such Partner under this Section SECTION 6.1(b)(ii) for all Partnership taxable years in respect of such Class A Common Units, equal the excess, if any, sum of the cumulative allocations of Net Income and items of income and gain allocated under Section 6.1(a)(vii) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (iiSECTION 6.1(a)(viii) for the current and all prior fiscal Partnership taxable years (in respect of such allocation being made in proportion to such Partners' respective excess amounts)Class A Common Units;
(iii) Third, any remaining Net Losses shall be allocated 1% to the Original Class A Limited Partners with positive Adjusted Capital Account balances (determinedPartners, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4)pro rata, in proportion respect of their Class A Common Units and 99% to such balancesthe Partners other than the Original Class A Limited Partners, until the cumulative Net Losses allocated to each such balances are reduced to zeroPartner in respect of such Class A Common Units under this SECTION 6.1(b)(iii) for all Partnership taxable years equal the sum of the cumulative Net Income and items of income and gain allocated under SECTION 6.1(a)(vii) in respect of such Partner's Class A Common Units for prior Partnership taxable years;
(iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such any remaining Net Loss Losses shall be allocated to those each Original Class A Limited Partners (Partner, pro rata, in proportion respect of its Class A Common Units until the cumulative Net Losses allocated to their relative Percentage Interestseach Original Class A Limited Partner in respect of such Class A Common Units under this SECTION 6.1(b)(iv) for whom all Partnership taxable years equal the sum of the cumulative Net Income and items of income and gain allocated in respect of such allocation would not cause or increase an Adjusted Capital Account DeficitPartner's Class A Common Units under SECTION 6.1(a)(vi) for prior Partnership taxable years;
(v) Fifth, any remaining Net Losses shall be allocated 43% to the Additional Original Class A Limited Partners Partners, pro rata, in accordance with their respective Class A Common Units and 57% to the General Partner, until the cumulative allocations of Net Losses allocated to each such Partner in respect of such Class A Common Units under this Section SECTION 6.1(b)(v) for all prior Partnership taxable years equal the excess, if any, sum of the cumulative allocations of Net Income and items of income and gain allocated in respect of such Partner's Class A Common Units under Section 6.1(a)(xiSECTION 6.1(a)(v) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts)Partnership taxable years;
(vi) Sixth, any remaining Net Losses shall be allocated to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determinedeach holder of Series C Preferred Units and Series D Preferred Units, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balancesrespectively, until the cumulative Net Losses allocated to each such balances are reduced to zeroholder of Series C Preferred Units and Series D Preferred Units under this SECTION 6.1(b)(vi) for all Partnership taxable years in respect of such Series C Preferred Units and Series D Preferred Units, equal the sum of the cumulative Net Income and items of income and gain allocated in respect of such Series C Preferred Units and Series D Preferred Units under SECTION 6.1(a)(iv) for prior Partnership taxable years;
(vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such any remaining Net Loss Losses shall be allocated to those Additional the Original Class A Limited Partners (and the General Partner, pro rata, in proportion to accordance with their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Class A Common Units, until the Capital Account Deficitbalance of any such Partner (as credited with any amounts which such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5)) has been reduced to (and is not less than) zero and thereafter to the other Partners until the foregoing standard set forth in SECTION 6.1(b)(vii) is met;
(viii) Eighth, any remaining Net Losses shall be allocated to the holders of Parity Series C Preferred Units and Series D Preferred Units until their respective the Adjusted Capital Account Balance (determined, solely for purposes balance of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), each such holder has been reduced to zero; and
(ix) Any Ninth, any remaining Net Loss shall be allocated to the General Partner and any other holders of Class B Units. Notwithstanding the foregoing, Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix) to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in the preceding sentence of this Section 6.1(b) shall be allocated to the General Partner. For purposes of allocating the tranches of Net Losses pursuant to this SECTION 6.1(b), the items of income, gain, loss and deduction within Net Losses shall consist of pro rata amounts of each such item, so that, for example, one Partner's allocation of Net Losses does not disproportionally consist of capital loss items while a different Partner's allocation of Net Losses disproportionally consists of ordinary deduction or loss items.
Appears in 1 contract
Samples: Limited Partnership Agreement (Rodamco North America N V)
Net Losses. After giving effect to the special allocations set forth in Section 6.2 belowSections 5.1(d) and 5.1(e), all remaining items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated in the same manner as such Net Losses are allocated hereunder, which Net Losses shall be allocated as follows:
(i) While any Series A Preference Units are Outstanding. During any period in which any Series A Preference Units are outstanding:
(A) First, one hundred percent (100%) to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, 1% to the General Partner and 99% to the Class Limited Partners holding Series A Common Units, Series A Preference Units and Series B Preference Units (allocated between each such series and among the Limited Partners holding Units of each such series as provided below in this Section 5.1(b)(i)(A)) until Net Losses are allocated to each Unit holders pursuant to this Section 5.1(b)(i)(A) for the current taxable year and all previous taxable years in an amount equal to the excess, if any, of (A) the cumulative Net Income allocated to such Unit pursuant to Section 6.1(a)(xii5.1(a)(iv) hereof for all prior fiscal years previous taxable years. As among the Limited Partners holding each of the Series A Common Units, Series A Preference Units and Series B Preference Units, any distributions under this Section 5.1(b)(i)(A) shall be allocated in excess of distributions of Available Cash proportion to such Partners for which no corresponding allocation of the Net Income had been made (or is required allocated to one of each such Units pursuant to Section 5.1(a)(iv) for all previous taxable years, and as among the Limited Partners holding a particular series of Units, such distributions shall be made) under Sections 6.1(a)(i)-(xi) hereof, over allocated in the proportion that the respective number of Units in such series held by them bears to the total number of Units in such series then Outstanding;
(B) the cumulative Net Losses allocated pursuant to this Section 6.1(b)(i) for all prior fiscal years;
(ii) Second, to the Original Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(vii) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(iii) Third, to the Original Limited Partners with positive Adjusted Capital Account balances (determined, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Original Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(v) Fifth, to the Additional Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(viii) Eighth, to the holders of Parity Preferred Units until their respective Adjusted Capital Account Balance (determined, solely for purposes of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), has been reduced to zero; and
(ix) Any remaining Net Loss shall be allocated 1% to the General Partner and any other holders 99% to the Limited Partners holding Series A Common Units, in the proportion that the respective number of Class B Units. Notwithstanding Series A Common Units held by them bears to the foregoingtotal number of Series A Common Units then Outstanding, provided that Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix5.1(b)(ii) to the extent that such allocation would cause such any Limited Partner to have an a deficit balance in its Adjusted Capital Account Deficit at the end of such taxable period (or increase any existing deficit balance in its Adjusted Capital Account); (C) Third, 1% to the General Partner and 99% to the Limited Partners holding Series A Preference Units and Series B Preference Units (allocated between each such series and among the Limited Partners holding Units of each such series as provided below in this Section 5.1(b)(i)(C)), provided that Net Losses shall not be allocated pursuant to this Section 5.1(b)(i) to the extent that such allocation would cause any Limited Partner to have a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit balance in its Adjusted Capital Account). As among the Limited Partners holding the Series A Preference Units and the Limited Partners holding the Series B Preference Units, any distributions under this Section 5.1(b)(i)(C) shall be allocated based on their respective Preference Unit Sharing Ratios, and as among the Limited Partners holding a particular series of Units, such distributions shall be allocated in the proportion that the respective number of Units in such series held by them bears to the total number of Units in such series then Outstanding; and (D) Fourth, the balance, if any, 100% to the General Partner.
(ii) While no Series A Preference Units are Outstanding. During any period in which no Series A Preference Units are outstanding:
(A) First, 1% to the General Partner and 99% to the Limited Partners holding Series A Common Units and Series B Preference Units (allocated between each such series and among the Limited Partners holding Units of each such series as provided below in this Section 5.1(b)(ii)(A)) until Net Losses are allocated to each Unit pursuant to this Section 5.1(b)(ii)(A) for the current taxable year and all previous taxable years in an amount equal to the Net Income allocated to such Unit pursuant to Section 5.1(a)(iv) for all previous taxable years. As among the Limited Partners holding the Series A Common Units and the Limited Partners holding the Series B Preference Units, any distributions under this Section 5.1(b)(ii)(A) shall be allocated in proportion to the amounts of Net Income allocated to the Limited Partners holding such Units pursuant to Section 5.1(a)(iv) for all previous taxable years, and as among the Limited Partners holding a particular series of Units, such distributions shall be allocated in the proportion that the respective number of Units in such series held by them bears to the total number of Units in such series then Outstanding;
(B) Second, 1% to the General Partner and 99% to the Limited Partners holding Series A Common Units, in the proportion that the respective number of Series A Common Units held by them bears to the total number of Series A Common Units then Outstanding, provided that Net Losses shall not be allocated pursuant to this Section 5.1(b)(ii)(B) to the extent that such allocation would cause any Limited Partner holding Series A Common Units to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); and (C) Third, 1% to the General Partner and 99% to the Limited Partners holding Series B Preference Units in the proportion that the respective number of Series B Preference Units held by them bears to the total number of Series B Preference Units then Outstanding, provided that Net Losses shall not be allocated pursuant to this Section 5.1(b)(i)(C) to the extent that such allocation would cause any Limited Partner holding Series B Preference Units to have a deficit balance in its Adjusted Capital Account Deficitat the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account balance). All Net Losses in excess of the limitations set forth in the preceding sentence of this Section 6.1(b) shall be allocated to the General Partner.; and
Appears in 1 contract
Samples: Limited Partnership Agreement (El Paso Energy Partners Lp)
Net Losses. After giving effect to the special allocations set forth in Section 6.2 below, Net Losses shall be allocated as follows:
(i) First, one hundred percent (100%) to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, to the General Partner and to the Class B Unit holders in an amount equal to the excess, if any, of (A) the cumulative Net Income allocated pursuant to Section 6.1(a)(xii) hereof for all prior fiscal years in excess of distributions of Available Cash to such Partners for which no corresponding allocation of Net Income had been made (or is required to be made) under Sections 6.1(a)(i)-(xi) hereof, over (B) the cumulative Net Losses allocated pursuant to this Section 6.1(b)(i) for all prior fiscal years;
(ii) Second, to the Original Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(vii) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(iii) Third, to the Original Limited Partners with positive Adjusted Capital Account balances (determined, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Original Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(v) Fifth, to the Additional Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(viii) Eighth, to the holders of Parity Series A Preferred Units Partners until their respective Adjusted Capital Account Balance balance (determined, solely for purposes of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), has been reduced to zero; and
(ix) Any remaining Net Loss shall be allocated to the General Partner and any other holders of Class B Units. Notwithstanding the foregoing, Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix6.1(b) to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in the preceding sentence of this Section 6.1(b) shall be allocated to the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Regency Realty Corp)
Net Losses. After giving effect to the special allocations set forth in Section 6.2 below, Net Losses shall be allocated as follows:follows (and for this purpose, the holders of Class A Units shall be treated as if they were Original Limited Partners):
(i) First, one hundred percent (100%) to the Original and Additional Limited Partners other than Class Z Branch Partners or Class Z Midland Partners, to the General Partner and the Class B Unit holders in an amount equal to the excess, if any, of (A) the cumulative Net Income allocated pursuant to Section 6.1(a)(xii6.1(a)(x) hereof for all prior fiscal years in excess of distributions of Available Cash to such Partners for which no corresponding allocation of Net Income had been made (or is required to be made) under Sections 6.1(a)(i)-(xi) hereofyears, over (B) the cumulative Net Losses allocated pursuant to this Section 6.1(b)(i) for all prior fiscal years;
(ii) Second, to the Original Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(ii) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(vii6.1(a)(v) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(ii) and (iii) and Section 5.1(b)(i) and (ii) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(iii) Third, to the Original Limited Partners with positive Adjusted Capital Account balances (determined, solely for purposes of this Section 6.1(b)(iii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(iv) Fourth, to the Original Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(iv) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Original Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;; and
(v) Fifth, to the Additional Limited Partners until the cumulative allocations of Net Losses under this Section 6.1(b)(v) equal the excess, if any, of the cumulative allocations of Net Income under Section 6.1(a)(xi6.1(a)(ix) to such Partners for all prior fiscal years over the cumulative distributions to such Partners under Section 5.1(a)(v) and (vi) and Section 5.1(b)(iii) and (iv) for the current and all prior fiscal years (such allocation being made in proportion to such Partners' respective excess amounts);
(vi) Sixth, to the Additional Limited Partners with positive Adjusted Capital Accounts balances (determined, solely for purposes of this Section 6.1(b)(vi), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), in proportion to such balances, until such balances are reduced to zero;
(vii) Seventh, to the Additional Limited Partners in proportion to their relative Percentage Interests; provided, however, that to the extent that an allocation under this Section 6.1(b)(vii) would cause or increase an Adjusted Capital Account Deficit for such Partner, such Net Loss shall be allocated to those Additional Limited Partners (in proportion to their relative Percentage Interests) for whom such allocation would not cause or increase an Adjusted Capital Account Deficit;
(viii) Eighth, to the holders of Parity Preferred Units until their respective Adjusted Capital Account Balance (determined, solely for purposes of this Section 6.1(b)(viii), without regard to any obligation of a Partner to restore a negative Capital Account under Section 13.4), has been reduced to zero; and
(ixviii) Any remaining Net Loss shall be allocated solely to the General Partner and any other holders of Class B UnitsPartner. Notwithstanding the foregoing, Net Losses shall not be allocated to any Limited Partner pursuant to this Section 6.1(b)(ix6.1(b) to the extent that such allocation would cause such Limited Partner to have an Adjusted Capital Account Deficit at the end of such taxable year (or increase any existing Adjusted Capital Account Deficit). All Net Losses in excess of the limitations set forth in the preceding sentence of this Section 6.1(b) shall be allocated to the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Regency Realty Corp)
