Common use of Normal Allocations Clause in Contracts

Normal Allocations. (a) Except as otherwise provided by this Article VI, the Tax Book Profit and Tax Book Loss of the Company for each Fiscal Year (or portion thereof) shall be determined as of the end of each such Fiscal Year (or portion thereof). For each Fiscal Year of the Company, after adjusting each Member’s Capital Account for all Capital Contributions and distributions during such Fiscal Year and all special allocations pursuant to this Article VI, including the allocations pursuant to Section 6.1(b), with respect to such Fiscal Year, all Tax Book Profits and Tax Book Losses (and items of income, gain, loss and deduction for the Fiscal Year in which the Company consummates a Company Sale or dissolution of the Company pursuant to Article X) shall be allocated to the Members’ Capital Accounts (in the case of Tax Book Profits, income and gain, other than the Capital Account of the Class E Preferred Holder in respect of the Class E Preferred Membership Interests, the Capital Account of any Class F Preferred Holder in respect of such Class F Preferred Membership Interests, or the Capital Account of any holder of Treasury Preferred in respect of such Treasury Preferred, except to the extent set forth in the last sentence of this Section 6.1(a)) in a manner such that, as of the end of such Fiscal Year, the Capital Account of each Member (which may be either a positive or negative balance) shall be equal to (a) the amount which would be distributed to such Member, determined as if the Company were to liquidate all of its assets for the Tax Book Value thereof and distribute the proceeds thereof pursuant to the priorities established in the definition of the Targeted Residual Distribution, minus (b) the sum of (i) such Member’s share of Company Minimum Gain (as determined according to Treasury Regulations Sections 1.704-2(d) and (g)(3)) and Member Nonrecourse Debt Minimum Gain (as determined according to Treasury Regulations Section 1.704-2(i)) and (ii) the amount, if any, which such Member is obligated to contribute to the capital of the Company as of the last day of such Fiscal Year. Tax Book Profits, income and gain shall not be allocated to the Class E Preferred Holder in respect of the Class E Preferred Membership Interests, to any holder of Class F Preferred in respect of such Class F Preferred Membership Interests, or to any holder of Treasury Preferred in respect of Treasury Preferred pursuant to this Section 6.1(a), except for a priority allocation of Tax Book Profits to the extent necessary to reverse allocations of Tax Book Loss required to be made to such holders, respectively, pursuant to this Section 6.1(a) (and such an allocation of Tax Book Profit shall so be made to such extent).

Appears in 2 contracts

Samples: www.sec.gov, Limited Liability Company Operating Agreement (Gmac LLC)

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Normal Allocations. (a) Except as otherwise provided by this Article VI, the Tax Book Profit and Tax Book Loss of the Company for each Fiscal Year (or portion thereof) shall be determined as of the end of each such Fiscal Year (or portion thereof). For each Fiscal Year of the Company, after adjusting each Member’s Capital Account for all Capital Contributions and distributions during such Fiscal Year and all special allocations pursuant to this Article VI, including the allocations pursuant to Section 6.1(b), with respect to such Fiscal Year, all Tax Book Profits and Tax Book Losses (and items of income, gain, loss and deduction for the Fiscal Year in which the Company consummates a Company Sale or dissolution of the Company pursuant to Article X) shall be allocated to the Members’ Capital Accounts (in the case of Tax Book Profits, income and gain, other than the Capital Account of the Class E Preferred Holder in respect of the Class E Preferred Membership Interests, the Capital Account of any Class F Preferred Holder in respect of such Class F Preferred Membership Interests, Interests or the Capital Account of any holder of Treasury Preferred in respect of such Treasury Preferred, except to the extent set forth in the last sentence of this Section 6.1(a)) in a manner such that, as of the end of such Fiscal Year, the Capital Account of each Member (which may be either a positive or negative balance) shall be equal to (a) the amount which would be distributed to such Member, determined as if the Company were to liquidate all of its assets for the Tax Book Value thereof and distribute the proceeds thereof pursuant to the priorities established in the definition of the Targeted Residual Distribution, minus (b) the sum of (i) such Member’s share of Company Minimum Gain (as determined according to Treasury Regulations Sections 1.704-2(d) and (g)(3)) and Member Nonrecourse Debt Minimum Gain (as determined according to Treasury Regulations Section 1.704-2(i)) and (ii) the amount, if any, which such Member is obligated to contribute to the capital of the Company as of the last day of such Fiscal Year. Tax Book Profits, income and gain shall not be allocated to the Class E Preferred Holder in respect of the Class E Preferred Membership Interests, to any holder of Class F Preferred in respect of such Class F Preferred Membership Interests, or to any holder of Treasury Preferred in respect of Treasury Preferred pursuant to this Section 6.1(a), except for a priority allocation of Tax Book Profits to the extent necessary to reverse allocations of Tax Book Loss required to be made to such holders, respectively, pursuant to this Section 6.1(a) (and such an allocation of Tax Book Profit shall so be made to such extent).and

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Gmac LLC)

Normal Allocations. (a) Except as otherwise provided by this Article VI, the Tax Book Profit and Tax Book Loss of the Company for each Fiscal Year (or portion thereof) shall be determined as of the end of each such Fiscal Year (or portion thereof). For each Fiscal Year of the Company, after adjusting each Member’s Capital Account for all Capital Contributions and distributions during such Fiscal Year and all special allocations pursuant to this Article VI, including the allocations pursuant to Section 6.1(b), with respect to such Fiscal Year, all Tax Book Profits and Tax Book Losses (and items of income, gain, loss and deduction for the Fiscal Year in which the Company consummates a Company Sale or dissolution of the Company pursuant to Article X) shall be allocated to the Members’ Capital Accounts (in the case of Tax Book Profits, income and gain, other than the Capital Account of the Class E Preferred Holder in respect of the Class E Preferred Membership Interests, the Capital Account of any Class F Preferred Holder in respect of such Class F Preferred Membership Interests, Interests or the Capital Account of any holder of Treasury Preferred in respect of such Treasury Preferred, except to the extent set forth in the last sentence of this Section 6.1(a)) in a manner such that, as of the end of such Fiscal Year, the Capital Account of each Member (which may be either a positive or negative balance) shall be equal to (a) the amount which would be distributed to such Member, determined as if the Company were to liquidate all of its assets for the Tax Book Value thereof and distribute the proceeds thereof pursuant to the priorities established in the definition of the Targeted Residual Distribution, minus (b) the sum of (i) such Member’s share of Company Minimum Gain (as determined according to Treasury Regulations Sections 1.704-2(d) and (g)(3)) and Member Nonrecourse Debt Minimum Gain (as determined according to Treasury Regulations Section 1.704-2(i)) and (ii) the amount, if any, which such Member is obligated to contribute to the capital of the Company as of the last day of such Fiscal Year. Tax Book Profits, income and gain shall not be allocated to the Class E Preferred Holder in respect of the Class E Preferred Membership Interests, to any holder of Class F Preferred in respect of such Class F Preferred Membership Interests, Interests or to any holder of Treasury Preferred in respect of Treasury Preferred pursuant to this Section 6.1(a), except for a priority allocation of Tax Book Profits to the extent necessary to reverse allocations of Tax Book Loss required to be made to such holders, respectively, pursuant to this Section 6.1(a) (and such an allocation of Tax Book Profit shall so be made to such extent).

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Gmac LLC)

Normal Allocations. (a) Except as otherwise provided by this Article VI, the Tax Book Profit and Tax Book Loss of the Company for each Fiscal Year (or portion thereof) shall be determined as of the end of each such Fiscal Year (or portion thereof). For each Fiscal Year of the Company, after adjusting each Member’s Capital Account for all Capital Contributions and distributions during such Fiscal Year and all special allocations pursuant to this Article VI, including the allocations pursuant to Section 6.1(b), with respect to such Fiscal Year, all Tax Book Profits and Tax Book Losses (and items of income, gain, loss and deduction for the Fiscal Year in which the Company consummates a Company Sale or dissolution of the Company pursuant to Article X) shall be allocated to the Members’ Capital Accounts (in the case of Tax Book Profits, income and gain, other than the Capital Account of the Class E Preferred Holder in respect of the Class E Preferred Membership Interests, the Capital Account of any Class F Preferred Holder in respect of such Class F Preferred Membership Interests, Interests or the Capital Account of any holder of Treasury Preferred in respect of such Treasury Preferred, except to the extent set forth in the last sentence of this Section 6.1(a)) in a manner such that, as of the end of such Fiscal Year, the Capital Account of each Member (which may be either a positive or negative balance) shall be equal to (a) the amount which would be distributed to such Member, determined as if the Company were to liquidate all of its assets for the Tax Book Value thereof and distribute the proceeds thereof pursuant to the priorities established in the definition of the Targeted Residual Distribution, minus (b) the sum of (i) such Member’s share of Company Minimum Gain (as determined according to Treasury Regulations Sections 1.704-2(d1.704 -2(d) and (g)(3)) and Member Nonrecourse Debt Minimum Gain (as determined according to Treasury Regulations Section 1.704-2(i1.704 -2(i)) and (ii) the amount, if any, which such Member is obligated to contribute to the capital of the Company as of the last day of such Fiscal Year. Tax Book Profits, income and gain shall not be allocated to the Class E Preferred Holder in respect of the Class E Preferred Membership Interests, to any holder of Class F Preferred in respect of such Class F Preferred Membership Interests, Interests or to any holder of Treasury Preferred in respect of Treasury Preferred pursuant to this Section 6.1(a), except for a priority allocation of Tax Book Profits to the extent necessary to reverse allocations of Tax Book Loss required to be made to such holders, respectively, pursuant to this Section 6.1(a) (and such an allocation of Tax Book Profit shall so be made to such extent).

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Gmac LLC)

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Normal Allocations. (a) Except as otherwise provided by this Article VI, the Tax Book Profit and Tax Book Loss of the Company for each Fiscal Year (or portion thereof) shall be determined as of the end of each such Fiscal Year (or portion thereof). For each Fiscal Year of the Company, after adjusting each Member’s Capital Account for all Capital Contributions and distributions during such Fiscal Year and all special allocations pursuant to this Article VI, including the allocations pursuant to Section 6.1(b), with respect to such Fiscal Year, all Tax Book Profits and Tax Book Losses (and items of income, gain, loss and deduction for the Fiscal Year in which the Company consummates a Company Sale or dissolution of the Company pursuant to Article X) shall be allocated to the Members’ Capital Accounts (in the case of Tax Book Profits, income and gain, other than the Capital Account of the Class E Preferred Holder in respect of the Class E Preferred Membership Interests, the Capital Account of any Class F Preferred Holder in respect of such Class F Preferred Membership Interests, or the Capital Account of any holder of Treasury Preferred in respect of such Treasury Preferred, except to the extent set forth in the last sentence of this Section 6.1(a)) in a manner such that, as of the end of such Fiscal Year, the Capital Account of each Member (which may be either a positive or negative balance) shall be equal to (a) the amount which would be distributed to such Member, determined as if the Company were to liquidate all of its assets for the Tax Book Value thereof and distribute the proceeds thereof pursuant to the priorities established in the definition of the Targeted Residual Distribution, minus (b) the sum of (i) such Member’s share of Company Minimum Gain (as determined according to Treasury Regulations Sections 1.704-2(d1.704 -2(d) and (g)(3)) and Member Nonrecourse Debt Minimum Gain (as determined according to Treasury Regulations Section 1.704-2(i1.704 -2(i)) and (ii) the amount, if any, which such Member is obligated to contribute to the capital of the Company as of the last day of such Fiscal Year. Tax Book Profits, income and gain shall not be allocated to the Class E Preferred Holder in respect of the Class E Preferred Membership Interests, to any holder of Class F Preferred in respect of such Class F Preferred Membership Interests, or to any holder of Treasury Preferred in respect of Treasury Preferred pursuant to this Section 6.1(a), except for a priority allocation of Tax Book Profits to the extent necessary to reverse allocations of Tax Book Loss required to be made to such holders, respectively, pursuant to this Section 6.1(a) (and such an allocation of Tax Book Profit shall so be made to such extent).

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Gmac LLC)

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