Common use of Other Special Allocations Clause in Contracts

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. (a) If the Company has Net Profit Profits for any Adjustment Period Fiscal Year (determined prior to giving effect to this Section 4.44.03) 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 Losses for any Adjustment Period Fiscal Year (determined prior to giving effect to this Section 4.44.03) 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 Fiscal Year (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 Profits nor Net Loss Losses for any Adjustment Period Fiscal Year (determined prior to giving effect to this Section 4.44.03) and, notwithstanding the application of Section 4.24.01, 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 an excess or negative differencedeficit balance, 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 Fiscal Year (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 Losses or items in the nature of deduction or loss pursuant to Section 4.2 4.01 or this Section 4.4 4.03 to the extent that such allocation would cause or increase an Adjusted Capital Account DeficitDeficit with respect to such Member. Allocations of Net Loss Losses that would be made to a Member but for the proviso in the first sentence of this clause Section 4.03(c) shall be made to the remaining Members other Member to the extent not inconsistent with such proviso. To the extent allocations of Net Loss Losses cannot be made to any either Member because of such proviso, such allocations shall be made to the Members in accordance with their respective ownership of UnitsPercentage Interests, notwithstanding such proviso.

Other Special Allocations. (a) If the Company Partnership has Net Profit Profits for any Adjustment Period (determined prior to giving effect to this Section 4.4) and the balance of any Member’s partner's Partially Adjusted Capital Account is greater than the balance of its Target Capital Account, then the Member Partner with such excess balance shall be specially allocated items of Company Partnership 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 Partnership has Net Loss Losses for any Adjustment Period (determined prior to giving effect to this Section 4.4) and the balance of any Member’s Partner's Partially Adjusted Capital Account is less than the balance of its Target Capital Account, then the Member Partner with such deficit balance shall be specially allocated items of Company Partnership 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 if the Company Partnership has neither Net Profit Profits nor Net Loss Losses 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 Partner's Partially Adjusted Capital Account differs from the balance of its Target target Capital Account, then the Member Partner with a positive or negative difference, as the case may be, shall be specially allocated items of Company Partnership 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 Partner shall be allocated any Net Loss Losses 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 Losses that would be made to a Member Limited Partner but for the proviso in the first sentence of this clause shall be made to the remaining Members General Partner to the extent not inconsistent with such proviso. To the extent allocations of Net Loss Losses cannot be made to any Member Partner because of such proviso, such allocations shall be made to the Members Partner in accordance with their respective ownership of UnitsSharing Ratios, notwithstanding such provisoprovision.

Other Special Allocations. After making the special allocations in Section 9.3(c) hereof for the Fiscal Year, and prior to making the allocations of Profits and Losses in Section 9.3(b) hereof for such Fiscal Year, the following special allocations shall be made: (a1) If the Company has Net Profit Profits for any Adjustment Period Fiscal Year (determined prior to giving effect to this Section 4.4) and the balance of any Member’s 9.3(d), each Member whose Partially Adjusted Capital Account is greater than the balance of its Target Capital Account, then the Member with Account for such excess balance Fiscal Year shall be specially allocated items of Company deduction or loss for such Adjustment Period (to the extent available) Fiscal Year equal to the difference between its the Member's Target Capital Account and the Member's Partially Adjusted Capital Account and its Target Capital Account;. In the event the Company has insufficient items of deduction or loss for such Fiscal Year to satisfy the previous sentence with respect to all such Members, the available items of deduction or loss shall be divided among the Members in proportion to the difference. (b2) If the Company has Net Loss Losses for any Adjustment Period Fiscal Year (determined prior to giving effect to this Section 4.4) and the balance of any Member’s 9.3(d)), each Member whose Target Capital Account is greater than its Partially Adjusted Capital Account is less than the balance of its Target Capital Account, then the Member with for such deficit balance Fiscal Year shall be specially allocated items of Company income or gain for such Adjustment Period (to the extent available) Fiscal Year equal to the difference between its the Member's Target Capital Account and the Member's Partially Adjusted Capital Account and its Target Capital Account; and. In the event the Company has insufficient items of income or gain for such Fiscal Year to satisfy the previous sentence with respect to all such Members, the available items of income or gain shall be divided among the Members in proportion to the difference. (c3) If the Company has neither Net Profit Profits nor Net Loss Losses for any Adjustment Period Fiscal Year (determined prior to giving effect to this Section 4.49.3(d)) and, notwithstanding the application of Section 4.2, and the balance of any Member’s 's Partially Adjusted Capital Account differs from the balance of its Target Capital AccountAccount (after making the allocations required by Section 9.3(c) hereof), then the Member with a positive an excess or negative differencedeficit balance, 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 Fiscal Year (to the extent such items are available) to eliminate the difference between its Partially Adjusted Capital Account and its Target Capital Account; provided. (4) Notwithstanding anything to the contrary in this Section 9.3, however, that no Member shall be allocated any Net Loss Losses or items in the nature of deduction or loss pursuant to Section 4.2 9.3(b) hereof or this Section 4.4 9.3(d) to the extent that such allocation would cause or increase the Member to have an Adjusted Capital Account DeficitDeficit at the end of such Fiscal Year. Allocations of Net Loss Losses that would be made to a Member but for the proviso in the first sentence of this clause Section 9.3(d)(4) shall be made to the remaining other Members to the extent not inconsistent with this Section 9.3(d)(4). (5) If, as part of a Liquidation Event, the Ramblewood Project is distributed to the AIMCO Sub pursuant to either Section 12.12 hereof or Section 13.7 hereof and, as a result, the Gross Asset Value of the Ramblewood Project is adjusted immediately prior to such proviso. To distribution to equal its gross fair market value as provided in Section 9.2(c) hereof, then the extent allocations of Net Loss cannot be made Profits or Losses allocated to any Member because of such proviso, such allocations AIMCO Sub under Section 9.3(b) hereof and Section 9.2(d) hereof for the Fiscal Year in which the Ramblewood distribution occurs shall be made deemed to consist first of any Profits or Losses arising as a result of the adjustment of the book value of the Ramblewood Project to its fair market value, and thereafter of other remaining items of Profit and Loss. The preceding sentence shall apply only if the Ramblewood Project is distributed to AIMCO Sub no earlier than the Fiscal Year in which the Company sells the last of the Remaining Projects and makes a final liquidating distribution to the Members of the sales proceeds, together with any remaining assets, in accordance with their respective ownership complete liquidation of Units, notwithstanding such provisothe Company.

Other Special Allocations. (a) If the Company has Net Profit Profits for any Adjustment Period Fiscal Year (determined prior to giving effect to this Section 4.44.03) 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 Losses for any Adjustment Period Fiscal Year (determined prior to giving effect to this Section 4.44.03) 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 Fiscal Year (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 Profits nor Net Loss Losses for any Adjustment Period Fiscal Year (determined prior to giving effect to this Section 4.44.03) and, notwithstanding the application of Section 4.24.01, 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 an excess or negative differencedeficit balance, 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 Fiscal Year (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 Losses or items in the nature of deduction or loss pursuant to Section 4.2 4.01 or this Section 4.4 4.03 to the extent that such allocation would cause or increase an Adjusted Capital Account DeficitDeficit with respect to such Member. Allocations of Net Loss Losses that would be made to a Member but for the proviso in the first sentence of this clause Section 4.03(c) shall be made to the remaining Members other Member to the extent not inconsistent with such proviso. To the extent allocations of Net Loss Losses cannot be made to any either Member because of such proviso, such allocations shall be made to the Members in accordance with their respective ownership of UnitsPercentage Interests, notwithstanding such proviso.

Other Special Allocations. (a) If the Company has Net Profit Profits for any Adjustment Period (determined prior to giving effect to this Section 4.4) taxable year and the balance of any Member’s Partially Adjusted Capital Account is greater than the balance of its Target Capital AccountAccount for such taxable year, then the Member with such excess balance shall be specially allocated items of Company deduction or loss for such Adjustment Period taxable year (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 Losses for any Adjustment Period (determined prior to giving effect to this Section 4.4) taxable year and the balance of any Member’s Partially Adjusted Capital Account is less than the balance of its Target Capital AccountAccount for such taxable year, then the Member with such deficit balance shall be specially allocated items of Company income or gain for such Adjustment Period taxable year (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 Profits nor Net Loss Losses for any Adjustment Period (determined prior to giving effect to this Section 4.4) taxable year and, notwithstanding the application of Section 4.26.1, 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 an excess or negative differencedeficit balance, 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 taxable year (to the extent available) to eliminate the difference between its Partially Adjusted Capital Account and its Target Capital Account; provided. (d) Notwithstanding any other provision of this Agreement, however, that no Member shall be allocated any Net Loss Losses or items in the nature of deduction or loss pursuant to Section 4.2 6.1 or this Section 4.4 6.4 to the extent that such allocation would cause or increase an Adjusted Capital Account DeficitDeficit with respect to such Member. Allocations of Net Loss Losses that would be made to a Member but for the proviso in the first sentence of this clause Section 6.4(d) shall be made to the remaining other Members to the extent not inconsistent with such proviso. To the extent allocations of Net Loss Losses cannot be made to any Member because of such provisothis Section 6.4(d), such allocations shall be made to the Members in accordance with their respective ownership Percentage Interests. (e) “Excess nonrecourse liabilities” of Unitsthe Company within the meaning of Section 1.752-3(a)(3) of the Regulations shall be allocated among the Members in accordance with the manner in which nonrecourse deductions are allocated, notwithstanding such provisoas set forth in Section 6.3(e).