Common use of Partnership Allocations Clause in Contracts

Partnership Allocations. (a) Except as otherwise provided in this Section 5.2 or elsewhere in this Agreement, for purposes of this Agreement, and for federal, state and local income tax purposes, all items of Profits and Losses shall be determined with respect to each taxable year of the Partnership as of the end thereof, and allocated to the Partners in accordance with their then Percentage Interests, except that Profits and all Losses from the sale or exchange of substantially all of the assets of the Partnership shall, in any event, be allocated to and among the Partners, as the case may be, so as to produce Capital Accounts for the Partners equal to the amounts, sequence and priority that would be distributed to the Partners if all the Partnership Assets were distributed to the Partners in accordance with the provisions of Section 5.1(b)(iii) of this Agreement. Each Partner’s Percentage Interest shall constitute its interest in partnership profits for purposes of determining such Partner’s share of nonrecourse liabilities of the Partnership under Treas. Reg. § 1.752-3(a)(3). Accordingly, as of the date of this Agreement, the liabilities shall be allocated among the Partners based on each Partner’s Percentage Interest. (b) Notwithstanding Subsection 5.2(a):

Partnership Allocations. (a) Except as otherwise provided in this Section 5.2 or elsewhere in this Agreement, for purposes of this Agreement, and for federal, state and local income tax purposes, all items of Profits and Losses shall be determined with respect to each taxable year of the Partnership as of the end thereof, and allocated to the Partners in accordance with their then Percentage Interests, except that Profits and all Losses from the sale or exchange of substantially all of the assets of the Partnership shall, in any event, be allocated to and among the Partners, as the case may be, so as to produce Capital Accounts for the Partners equal to the amounts, sequence and priority that would be distributed to the Partners if all the Partnership Assets were distributed to the Partners in accordance with the provisions of Section 5.1(b)(iii) of this Agreement. Each Partner’s 's Percentage Interest shall constitute its interest in partnership profits for purposes of determining such Partner’s 's share of nonrecourse liabilities of the Partnership under Treas. Reg. § ss. 1.752-3(a)(3). Accordingly, as of the date of this Agreement, the liabilities shall be allocated among the Partners based on each Partner’s 's Percentage Interest. (b) Notwithstanding Subsection 5.2(a):