Common use of Priority Allocations Clause in Contracts

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to § 5.08) to any Unitholder with respect to its Units or GP Units, as the case may be for a taxable year is greater (on a per Unit basis or per GP Unit basis, as the case may be) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to their Units or GP Units, as the case may be (on a per Unit basis or a per GP Unit basis, as the case may be), then each Unitholder receiving such greater cash or property distribution shall be allocated gross income in an amount equal to the product of (1) the amount by which the distribution (on a per Unit basis or per GP Unit basis, as the case may be) to such Unitholder exceeds the distribution (on a per Unit basis or per GP Unit basis, as the case may be) to the Unitholders receiving the smallest distribution and (2) the number of Units or GP Units, as the case may be, owned by the Unitholder receiving the greater distribution. (B) After the application of § 5.02(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated 100% to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this § 5.02(d)(iii)(B) for the current taxable year and all previous taxable years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Initial Offering Initial Closing Date to a date 45 days after the end of the current taxable year.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to § 5.08Section 12.4) to any Unitholder with respect to its Units or GP Class A Units, as the case may be for a taxable year is greater (on a per Unit basis or per GP Class A Unit basis, as the case may be) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to their Units or GP Class A Units, as the case may be (on a per Unit basis or a per GP Class A Unit basis, as the case may be), then each Unitholder receiving such greater cash or property distribution shall be allocated gross income in an amount equal to the product of (1) the amount by which the distribution (on a per Unit basis or per GP Class A Unit basis, as the case may be) to such Unitholder exceeds the distribution (on a per Unit basis or per GP Class A Unit basis, as the case may be) to the Unitholders receiving the smallest distribution and (2) the number of Units or GP Class A Units, as the case may be, owned by the Unitholder receiving the greater distribution. (B) After the application of § 5.02(d)(iii)(ASection 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated 100% to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this § 5.02(d)(iii)(BSection 6.1(d)(iii)(B) for the current taxable year and all previous taxable years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Initial Offering Initial Closing Date to a date 45 days after the end of the current taxable year.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to § 5.08Section 12.4) to any Unitholder with respect to its Units or GP Units, as the case may be for a taxable year is greater (on a per Unit basis or per GP Unit basis, as the case may be) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to their Units or GP Units, as the case may be (on a per Unit basis or a per GP Unit basis, as the case may be), then each Unitholder receiving such greater cash or property distribution shall be allocated gross income in an amount equal to the product of (1) the amount by which the distribution (on a per Unit basis or per GP Unit basis, as the case may be) to such Unitholder exceeds the distribution (on a per Unit basis or per GP Unit basis, as the case may be) to the Unitholders receiving the smallest distribution and (2) the number of Units or GP Units, as the case may be, owned by the Unitholder receiving the greater distribution. (B) After the application of § 5.02(d)(iii)(ASection 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated 100% (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this § 5.02(d)(iii)(BSection 6.1(d)(iii)(B) for the current taxable year and all previous taxable years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights and the aggregate value (determined based upon their Volume Weighted Average Price as of the date of delivery) of all Excess Amount Common Units delivered to the General Partner pursuant to Section 5.10(b) from the Initial Offering Initial Closing Date effective date of this Agreement to a date 45 days after the end of the current taxable yearyear and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to § 5.085.10) to any Unitholder with respect to its Units or GP Class A Units, as the case may be for a taxable year is greater (on a per Unit basis or per GP Class A Unit basis, as the case may be) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to their Units or GP Class A Units, as the case may be (on a per Unit basis or a per GP Class A Unit basis, as the case may be), then each Unitholder receiving such greater cash or property distribution shall be allocated gross income in an amount equal to the product of (1) the amount by which the distribution (on a per Unit basis or per GP Class A Unit basis, as the case may be) to such Unitholder exceeds the distribution (on a per Unit basis or per GP Class A Unit basis, as the case may be) to the Unitholders receiving the smallest distribution and (2) the number of Units or GP Class A Units, as the case may be, owned by the Unitholder receiving the greater distribution. (B) After the application of § 5.02(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated 100% to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this § 5.02(d)(iii)(B) for the current taxable year and all previous taxable years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Initial Offering Initial Closing Date to a date 45 days after the end of the current taxable year.

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to § 5.08(x) Section 5.12(b)(ii) of this Agreement to the Series A Unitholders, or (y) Section 12.4 of this Agreement) to any Unitholder with respect to its Units or GP Units, as the case may be for a during any taxable year period is greater (on a per Unit basis or per GP Unit basis, as the case may be) than the amount of cash or the Net Agreed Value of property distributed (except cash or property distributed pursuant to (x) Section 5.12(b)(ii) of this Agreement to the Series A Unitholders, or (z) Section 12.4 of this Agreement) to the other Unitholders with respect to their Units or GP Units, as the case may be (on a per Unit basis or a per GP Unit basis, as the case may be), then (1) there shall be allocated income and gain to each Unitholder receiving such greater cash or property distribution shall be until the amount so allocated gross income in an amount for the current taxable period and all previous taxable periods pursuant to this clause (A) is equal to the product of (1aa) the amount by which the distribution (on a per Unit basis or per GP Unit basis, as the case may be) to such Unitholder exceeds the distribution (on a per Unit basis or per GP Unit basis, as the case may be) to the Unitholders receiving the smallest distribution and multiplied by (2bb) the number of Units or GP Units, as the case may be, owned by the Unitholder receiving the greater distributiondistribution and (2) the General Partner shall be allocated income and gain in an aggregate amount equal to (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time in which the greater cash or property distribution occurs by (y) 100 less the General Partner’s Percentage Interest at the time in which the greater cash or property distribution occurs multiplied by (bb) the sum of the amounts allocated in clause (i) above. (B) After the application of § 5.02(d)(iii)(A)Second, all or any portion of the remaining items of Partnership gross income or and gain for the taxable period, if any, period shall be allocated 100% (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items so allocated to the holders of Incentive Distribution Rights pursuant to this § 5.02(d)(iii)(B) sentence for the current taxable year period and all previous taxable years periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Initial Offering Initial Closing Date to a date 45 days after the end of the current taxable yearperiod; and (2) to the General Partner until the aggregate amount so allocated pursuant to this sentence for the current taxable period and all previous taxable periods is equal to the cumulative amount of all GP IDR-Related Distributions from the Closing Date to a date 45 days after the end of the current taxable period. Any partial allocation pursuant to this Section 6.1(d)(iii)(B) shall be divided between the General Partner and the holders of Incentive Distribution Rights in proportion to their rights to the total distribution that could then be made.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to § 5.08Section 12.4) to any Unitholder with respect to its Units or GP (other than to the Series A Preferred Unitholders and the Series B Preferred Unitholders with respect to the Series A Preferred Units and the Series B Preferred Units, as the case may be respectively) for a taxable year is greater (on a per Unit basis or per GP Unit basis, as the case may be) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders (other than the Series A Preferred Unitholders and the Series B Preferred Unitholders) with respect to their Units or GP Units, as the case may be (on a per Unit basis or a per GP Unit basis, as the case may be), then (1) there shall be allocated income and gain to each Unitholder receiving such greater cash or property distribution shall be allocated gross income in an amount equal to the product of (1) the amount by which the distribution (on a per Unit basis or per GP Unit basis, as the case may be) to such Unitholder exceeds the distribution (on a per Unit basis or per GP Unit basis, as the case may be) to the Unitholders receiving the smallest distribution and (2) the number of Units or GP Units, as the case may be, owned by the Unitholder receiving the greater distribution. (B) After the application of § 5.02(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated 100% to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this § 5.02(d)(iii)(BSection 6.1(d)(iii)(A) for the current taxable year and all previous taxable years is equal to the cumulative product of (aa) the amount of all Incentive Distributions made by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the holders Unitholders (other than to the Unitholders holding Series A Preferred Units or Series B Preferred Units) receiving the smallest distribution and (bb) the number of Incentive Distribution Rights from Units owned by the Initial Offering Initial Closing Date Unitholder receiving the greater distribution; and (2) the General Partner shall be allocated income and gain in an aggregate amount equal to a date 45 days after the end product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time in which the greater cash or property distribution occurs by (y) the sum of 100 less the General Partner’s Percentage Interest at the time in which the greater cash or property distribution occurs times (bb) the sum of the current taxable yearamounts allocated in clause (1) above.