Common use of Overriding Allocations of Net Profits and Net Losses Clause in Contracts

Overriding Allocations of Net Profits and Net Losses. Notwithstanding the provisions of Section 5.01 above, but subject to the provisions of Section 5.02 above, the following allocations shall be made: (a) Items of income or gain (computed with the adjustments contained in the definition of “Net Profits and Net Losses”) for any taxable period shall be allocated to the Members in the manner and to the extent required by the “qualified income offset” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (b) In no event shall Net Losses of the LLC be allocated to a Member if such allocation would cause or increase a negative balance in such Member’s Capital Account (determined for purposes of this Section 5.03(b) only, by increasing the Member’s Capital Account balance by (i) the amount the Member is obligated to restore to the LLC pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and (ii) such Member’s share of “minimum gain” and of “partner nonrecourse debt minimum gain” as determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), respectively). (c) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the LLC differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c).

Overriding Allocations of Net Profits and Net Losses. Notwithstanding the provisions of Section 5.01 2.04 above, but subject to the provisions of Section 5.02 2.05 above, the following allocations of Net Profits and Net Losses and items thereof shall be made: (a) Items If, during any year a Partner receives any adjustment, allocation or distribution described in Treasury Regulation ss.1.704-1(b)(2)(ii)(d)(4), (5) or (6), and, as a result of such adjustment, allocation or distribution, such Partner's Capital Account has an Excess Negative Balance, then items of income or gain for such year (computed with the adjustments contained in the definition of “Net Profits and Net Losses”and, if necessary, subsequent years) for any taxable period shall first be allocated to the Members such Partner in the manner and an amount equal to the extent required by the “qualified income offset” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)such Partner's Excess Negative Balance. (b) In no event shall Net Losses of the LLC Partnership be allocated to a Member Partner if such allocation would cause or increase a negative balance an Excess Negative Balance in such Member’s Partner's Capital Account (determined for purposes of this Section 5.03(b) only, by increasing the Member’s Capital Account balance by (i) the amount the Member is obligated to restore to the LLC pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and (ii) such Member’s share of “minimum gain” and of “partner nonrecourse debt minimum gain” as determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), respectively)Account. (c) In the event that Net Profits, Net Losses or items thereof are allocated to one or more Partners pursuant to subsections (a) or (b) above, subsequent Net Profits and Losses will first be allocated (subject to the provisions of subsections (a) and (b)) to the Partners in a manner designed to result in each Partner having a Capital Account balance equal to what it would have been had the original allocation of Net Profits, Net Losses or items thereof pursuant to subsections (a) or (b) not occurred. (d) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members Partners in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value . (e) Allocation of any property of the LLC differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related attributable to such property interests owned by the Partnership in entities which are treated as partnerships for Federal income tax purposes shall be allocated among in accordance with the Members so as to take account provisions of Treasury Regulation ss.1.704-2(k). (f) The respective interests of the variation Partners in the net profits and net losses of the Partnership shall remain as set forth above unless changed by amendment to this Agreement or by a transfer of an interest in the Partnership authorized by the terms of this Agreement. (g) If Units are transferred by a Partner other than on the first day of the Partnership's fiscal year, as between transferor and transferee net profits and net losses for the adjusted year of transfer shall be allocated on the basis of the number of days in such year that each was the owner of the Unit(s) transferred without regard to the results of the Partnership's operations during the periods before and after such transfer. (h) In the event the Partnership shall, at any time, whether pursuant to the dissolution of the Partnership or otherwise, distribute any property for tax purposes in kind, the difference, if any, between the fair market value of such property and its Carrying Value the value at which such property is carried on the books of the Partnership shall be credited (or charged) to the capital accounts of the Partners in accordance with the manner in which the Partners would have shared in the manner provided for under Code Section 704(c)gain or loss from the sale of such property prior to such distribution.

Overriding Allocations of Net Profits and Net Losses. Notwithstanding ---------------------------------------------------- the provisions of Section 5.01 above, but subject to the provisions of Section 5.02 above, the following allocations shall be made: (a) Items of income or gain (computed with the adjustments contained in the definition of “"Net Profits and Net Losses”") for any taxable period shall be allocated to the Members in the manner and to the extent required by the “"qualified income offset” " provisions of Treasury Regulation Section 1.704-1.704- 1(b)(2)(ii)(d). (b) In no event shall Net Losses of the LLC be allocated to a Member if such allocation would cause or increase a negative balance in such Member’s 's Capital Account (determined for purposes of this Section 5.03(b) only, by increasing the Member’s 's Capital Account balance by (i) the amount the Member is obligated to restore to the LLC pursuant to Treasury Regulation Section 1.704-1.704- 1(b)(2)(ii)(c) (including any amounts specified in Section 3.01(c) hereof) and (ii) such Member’s 's share of “"minimum gain” " and of “"partner nonrecourse debt minimum gain” " as determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), respectively). (c) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the LLC differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c).

Overriding Allocations of Net Profits and Net Losses. Notwithstanding ---------------------------------------------------- the provisions of Section 5.01 above, but subject to the provisions of Section 5.02 above, the following allocations shall be made: (a) Items of income or gain (computed with the adjustments contained in the definition of “"Net Profits and Net Losses”") for any taxable period shall be allocated to the Members in the manner and to the extent required by the “"qualified income offset” " provisions of Treasury Regulation Section 1.704-1.704- 1(b)(2)(ii)(d). (b) In no event shall Net Losses of the LLC be allocated to a Member if such allocation would cause or increase a negative balance in such Member’s 's Capital Account (determined for purposes of this Section 5.03(b) only, by increasing the Member’s 's Capital Account balance by (i) the amount the Member is obligated to restore to the LLC pursuant to Treasury Regulation Section 1.704-1.704- 1(b)(2)(ii)(c) and (ii) such Member’s 's share of “"minimum gain” " and of “"partner nonrecourse debt minimum gain” " as determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), respectively). (c) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of -------- ------- the LLC differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c).

Overriding Allocations of Net Profits and Net Losses. Notwithstanding ---------------------------------------------------- the provisions of Section 5.01 above, but subject to the provisions of Section 5.02 aboveB.1 of B-4 this Schedule B, the following allocations of Net Profits and Net Losses ---------- and items thereof shall be made: (a) Items If, during any year a Member receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), and, as a result of income such adjustment, allocation or gain distribution, such Member's Capital Account has an Excess Negative Balance, then items of Gross Income for such year (computed with the adjustments contained in the definition of “Net Profits and Net Losses”and, if necessary, subsequent years) for any taxable period shall first be allocated to the Members such Member in the manner and an amount equal to the extent required by the “qualified income offset” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)such Member's Excess Negative Balance. (b) In It in no event shall Net Losses of the LLC be allocated to a Member if such allocation would cause or increase a negative balance an Excess Negative Balance in such Member’s 's Capital Account (determined for purposes of this Section 5.03(b) only, by increasing the Member’s Capital Account balance by (i) the amount the Member is obligated to restore to the LLC pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and (ii) such Member’s share of “minimum gain” and of “partner nonrecourse debt minimum gain” as determined pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), respectively)Account. (c) It in the event that Gross Income, Net Profits, Net Losses or items thereof are allocated to one or more Members pursuant to subsection (a) above, subsequent Gross Income, Net Profits and Net Losses from operations will first be allocated (subject to the provisions of subsection (a) above) to the Members in a manner designed to result in each Member having a Capital Account balance equal to what it would have been had the original allocation of Gross Income, Net Profits, Net Losses or items thereof pursuant to subsection (a) not occurred. (d) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the LLC differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c). (e) To the extent that any portion of any Net Profits realized upon a sale or other disposition of any asset of the LLC is treated as ordinary income pursuant to Code Sections 1245 or 1250 ("Recapture Income"), such Recapture Income shall be allocated (prior to any allocation of Net Profits from such event pursuant to Section 5.01 above) as follows: (i) It in the case of Recapture Income arising under Code Section 1245, to each Member in an amount equal to the amount of depreciation deductions allocated to such Member with respect to such asset; and (ii) It in the case of Recapture Income arising under Code Section 1250, to each Member in an amount equal to the excess of the amount of