Other Special Allocations. The following special allocations shall be made in the following order:
Other Special Allocations. (a) If the Company has Net Profit for any Adjustment Period (determined prior to giving effect to this Section 4.4) and the balance of any Member’s Partially Adjusted Capital Account is greater than the balance of its Target Capital Account, then the Member with such excess balance shall be specially allocated items of Company deduction or loss for such Adjustment Period (to the extent available) equal to the difference between its Partially Adjusted Capital Account and its Target Capital Account;
(b) If the Company has Net Loss for any Adjustment Period (determined prior to giving effect to this Section 4.4) and the balance of any Member’s Partially Adjusted Capital Account is less than the balance of its Target Capital Account, then the Member with such deficit balance shall be specially allocated items of Company income or gain for such Adjustment Period (to the extent available) equal to the difference between its Partially Adjusted Capital Account and its Target Capital Account; and
(c) If the Company has neither Net Profit nor Net Loss for any Adjustment Period (determined prior to giving effect to this Section 4.4) and, notwithstanding the application of Section 4.2, the balance of any Member’s Partially Adjusted Capital Account differs from the balance of its Target Capital Account, then the Member with a positive or negative difference, as the case may be, shall be specially allocated items of Company deduction or loss or income or gain, as the case may be, for such Adjustment Period (to the extent available) to eliminate the difference between its Partially Adjusted Capital Account and its Target Capital Account; provided, however, that no Member shall be allocated any Net Loss or items in the nature of deduction or loss pursuant to Section 4.2 or this Section 4.4 to the extent that such allocation would cause or increase an Adjusted Capital Account Deficit. Allocations of Net Loss that would be made to a Member but for the proviso in the first sentence of this clause shall be made to the remaining Members to the extent not inconsistent with such proviso. To the extent allocations of Net Loss cannot be made to any Member because of such proviso, such allocations shall be made to the Members in accordance with their respective ownership of Units, notwithstanding such proviso.
Other Special Allocations. Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for such taxable period:
Other Special Allocations. For any Fiscal Year or other taxable period, each Member that makes a contribution described in Section 2.2(b) or 2.3(c) shall be specially allocated items of book gain attributable to the increases in Gross Asset Value of the Company’s assets resulting from such contributions (as such increases are described in Section 2.3A) in an amount equal to the value of such contributions made by such Member.
Other Special Allocations. Each Limited Partner’s rights and entitlements as a Limited Partner are limited to the rights to receive allocations and distributions of Profit expressly conferred by this Agreement and any side letter or similar agreement entered into pursuant to Section 9.1(b) and the other rights expressly conferred by this Agreement and any such side letter or similar agreement or required by the Act, and a Limited Partner shall not be entitled to any other allocations, distributions or payments in respect of its interest, or to have or exercise any other rights, privileges or powers.
Other Special Allocations. The following special allocations shall be made in the following order:
(1) Except as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain (as defined in Section 13.1) during any fiscal year, each Member shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Section 1.704-2(g) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Treasury Regulations. This Section 3.3(c)(1) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.
(2) Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Member Nonrecourse Debt Minimum Gain (as defined in Section 13.1) attributable to a Member Nonrecourse Debt (as defined in Section 13.1) during any fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of Company income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. This Section 3.3(c)(2) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.
(3) Nonrecourse De...
Other Special Allocations. The Emdeon Members will be specially allocated (pro rata in proportion to their Units) any compensation deduction described in Section 7.09(d)(ii) of the Merger Agreement, and shall be credited with having contributed cash to the Company to fund the equity compensation to which the deduction relates, but for the avoidance of doubt, no such credit shall be given for purposes of calculating the Emdeon Valuation Floor; (ii) if any tax indemnification payment made to the Company pursuant to Section 7.01(a) of the Merger Agreement relates to a tax payment or underlying adjustment that gives rise to a deduction reportable by the Company for income tax purposes, such deduction shall, solely for tax purposes, be specially allocated to the Emdeon Members (in proportion to their Units); (iii) allocations of income or gain shall be allocated to the Emdeon Members (pro rata in proportion to their Units) in the circumstances described in Section 7.09(f); (iv) if any “Loss” described in Section 9.04(c) of the Merger Agreement gives rise to a deduction reportable by the Company for income tax purposes, such deduction shall, solely for income tax purposes, be allocated to the indemnifying party or its Affiliates as described in said Section 9.04(c); and (v) any income attributable to the payment of the Medifax promissory note pursuant to the Mergers will be allocated among the Members in proportion to their Units. Each Member will fully indemnify the other Members against any taxes attributable to income allocated to the indemnifying Member under this subparagraph (h), notwithstanding any reallocation of such income upon audit or otherwise.
Other Special Allocations. The General Partner shall specially allocate to the Partners other than the Investor Common Unitholders (solely with respect to their Investor Units) all items of loss or deduction attributable to any Organization and Offering Expenses (as defined in the Management Agreement) incurred in any Offering (including the Initial Public Offering) to the extent the Manager is, or would be entitled to be (if the Manager had paid such expense rather than the Company or Partnership), reimbursed for such amounts pursuant to Section 9.01(i) of the Management Agreement.
Other Special Allocations. (i) If the Company has Net Profits for any Fiscal Year or other allocation period (determined prior to giving effect to this Section 8.6(g)), each Member whose Partially Adjusted Capital Account is greater than his Target Capital Account for such Fiscal Year or period shall be specially allocated items of deduction or loss for such Fiscal Year or period equal to the difference between his Target Capital Account and his Partially Adjusted Capital Account. In the event the Company has insufficient items of deduction or loss for such Fiscal Year or period to satisfy the previous sentence with respect to all such Members, the available items of deduction or loss shall be divided among such Members in proportion to such differences.
(ii) If the Company has Net Losses for any Fiscal Year or other allocation period (determined prior to giving effect to this Section 8.6(g)), each Member whose Target Capital Account is greater than his Partially Adjusted Capital Account for such Fiscal Year or period shall be specially allocated items of income or gain for such Fiscal Year or period equal to the difference between his Target Capital Account and his Partially Adjusted Capital Account. In the event the Company has insufficient items of income or gain for such Fiscal Year or period to satisfy the previous sentence with respect to all such Members, the available items of income or gain shall be divided among such Members in proportion to such differences.
(iii) The availability of items of income, gain, deduction or loss to be specially allocated pursuant to this Section 8.6(g) shall be determined after giving full effect to all other provisions of this Section 8.6.
