Profit Allocations. For each Partnership Accounting Year, Profit from Partnership operations shall be allocated in the following order of priority:
3.2.2.1 First, among the Partners as necessary to cause the Capital Account balance of each Partner to equal such Partner's Unrepaid Capital;
3.2.2.2 Second, after giving effect to the allocations made pursuant to Section 3.2.2.1, among the Partners as necessary to cause the portion of each Partner's Capital Account balance exceeding such Partner's Unrepaid Capital to be in proportion to the Partners' respective Residual Percentages; and
3.2.2.3 Third, among the Partners in proportion to their then respective Residual Percentages.
Profit Allocations. After making any special allocations required under Appendix 1, Profits for each Fiscal Year (and each item of income and gain entering into the computation thereof) shall be allocated among the Members (and credited to their respective Capital Accounts) in the following order and priority:
(a) First, to FC until the cumulative Profits allocated pursuant to this Section 6.1(a) are equal to the cumulative Losses, if any, previously allocated to FC pursuant to Section 6.2(f) for all prior periods;
(b) Second, to FC until the cumulative Profits allocated pursuant to this
Section 6.1 (b) are equal to the cumulative Losses, if any, previously allocated to FC pursuant to Section 6.2(e) for all prior periods;
(c) Third, to FC, an amount equal to the cumulative accrued FC Preferred Return for the current taxable year and all prior taxable years until the cumulative Profits allocated pursuant to this Section 6.1(c) are equal to the cumulative accrued FC Preferred Return for the current taxable year and all prior taxable years;
(d) Fourth, to the Class A Members, pro rata based on the amount of Losses being offset, until the cumulative Profits allocated pursuant to this Section 6.1(d) are equal to the cumulative Losses, if any, previously allocated to the Class A Members pursuant to Section 6.2(d) for all prior periods;
(e) Fifth, to the Class A Members, pro rata based on the accrued Class A Preferred Return of the Class A Members, an amount equal to the cumulative accrued Class A Preferred Return for the current taxable year and all prior taxable years;
(f) Sixth, to each Class A Members, pro rata based on the amount of Losses being offset, until the cumulative Profits allocated pursuant to this Section 6.1(f) are equal to the cumulative Losses, if any, previously allocated to the Class A Members pursuant to Section 6.2(c) for all prior periods;
(g) Seventh, to the Class B Members, until the cumulative Profits allocated pursuant to this Section 6.1(g) are equal to the cumulative Losses, if any, previously allocated to the Members pursuant to Section 6.2(b) for all prior periods;
(h) Eighth, to the Members, pro rata based on the amount of Losses being offset, until the cumulative Profits allocated pursuant to this Section 6.1(h) are equal to the cumulative Losses, if any, previously allocated to the Members pursuant to Section 6.2(h) for all prior periods in proportion to the Members’ respective shares of the Losses being offset;
(i) Ninth, to the Members, pro rata ...
Profit Allocations. For each Company Accounting Year, Profit from Company operations shall be allocated in the following order of priority:
3.2.2.1 First, among the Members as necessary to cause the Capital Account balance of each Member to equal such Member's Unrepaid Capital;
3.2.2.2 Second, after giving effect to the allocations made pursuant to Section 3.2.2.1, among the Members as necessary to cause the portion of each Member's Capital Account balance exceeding such Member's Unrepaid Capital to be in proportion to the Members' respective Residual Percentages; and
3.2.2.3 Third, among the Members to proportion to their then respective Residual Percentages.
3.3 ALLOCATIONS OF GAIN OR LOSS ON DISPOSITION.
Profit Allocations. Each Beneficial Owner shall be entitled to all profits, as they arise, of the Series in which such Beneficial Owner holds an Interest. Not less often than quarterly, or at such other times as determined by (i) the Regular Trustee with respect to any Series other than Series Two, or (ii) the Series Two Trustee with respect to Series Two, each Series shall distribute to the Beneficial Owner of such Series, in proportion to such Beneficial Owner’s respective Percentage Interest, so much of such Series’ profits as the Regular Trustee or Series Two Trustee, as applicable, in its sole discretion may determine are not required for the operation of such Series’ business; provided, however, the Trust and each Series shall not make any distributions to the extent such distribution is not permitted by the terms of any indenture or financing agreement of the Trust or any Series. The Regular Trustee or Series Two Trustee, as applicable, shall have the right to establish such reasonable reserves as such Person may from time to time determine are necessary or appropriate in connection with the conduct of the Trust’s or relevant Series’ business (including anticipated capital expenses).
Profit Allocations. Profits of the Company shall be determined by the Manager no less than quarterly. Profits and Losses with respect to any such calendar quarter or other accounting period shall be allocated among the Members and the Manager as follows, unless otherwise specifically provided in this Article IV:
(a) First, 100% to the Members to the extent of, and in reverse order of, any prior allocations of Losses to the Members, as reduced by all prior allocations of Profits pursuant to this subsection 6.1(a)(i); and
(b) Thereafter, (i) 80% to the Members, pro rata in accordance with their relative Percentage Interests, and (ii) 20% to the Manager except as provided in subsection (c) below.
(c) Notwithstanding Subsection (b), following an Event of Dissolution, Profits in excess of those allocated under subsection (a) shall be allocated: (i) 100% to the Member, pro rata in accordance with their relative Percentage Interests, until total Profit allocations to the Members hereunder equal the Aggregate Promotional Unit Amount received by the Manager over the life of the Company under 3.7; and (ii) Thereafter, 80% to the Members, pro rata in accordance with their relative Percentage Interests, and 20% to the Manager.
Profit Allocations. After making any special allocations required under Appendix 1, Profits for each Fiscal Year (and each item of income and gain entering into the computation thereof) shall be allocated among the Members (and credited to their respective Capital Accounts) in the following order and priority:
(i) First, to the Members, pro rata in accordance with the amount of Losses being offset, until the cumulative Profits allocated pursuant to this Section 6.1(a)(i) are equal to the cumulative Losses, if any, previously allocated to the Members pursuant to Section 6.1(b)(iv) for all prior periods;
(ii) Second, to the Members, pro rata in accordance with the amount of Losses being offset, until the cumulative Profits allocated pursuant to this Section 6.1(a)(ii) are equal to the cumulative Losses, if any, previously allocated to the Members pursuant to Section 6.1(b)(iii) for all prior periods;
(iii) Third, to the Members, pro rata in accordance with the amount of Losses being offset, until the cumulative Profits allocated pursuant to this Section 6.1(a)(iii) are equal to the cumulative Losses, if any, previously allocated to the Members pursuant to Section 6.1(b)(ii) for all prior periods; and
(iv) Fourth, as follows, (x) Fifty Percent (50%) to the Series A Members, to each Series A Member in proportion to such Person’s Series A Percentage Interest; and (y) Fifty Percent (50%) to the Series B Members, to each Series B Member in proportion to such Person’s Series B Percentage Interest.
Profit Allocations. After making any special allocations required under Appendix 1, Profits for each Fiscal Year (and each item of income and gain entering into the computation thereof) shall be allocated among the Members (and credited to their respective Capital Accounts) in the following order and priority:
(a) First, to the Members until the cumulative Profits allocated pursuant to this Section 5.1(a) are equal to the cumulative Losses, if any, previously allocated to the Members pursuant to Section 5.2(b) and Section 5.2(c), such Profits being allocated under this Section 5.1(a) on a last-in first-out basis with respect to the Losses allocated under Section 5.2(b) and Section 5.2(c), for all prior periods in proportion to the Members’ respective shares of the Losses being offset;
(b) Thereafter, to the Members in accordance with their Percentage Interests.
Profit Allocations. After first giving effect to the special allocations set forth in Exhibit C to this Agreement (if applicable), Profits for any fiscal year shall be allocated as follows:
(A) First, to the General Partner until the cumulative Profits allocated pursuant to this Section 6.2(A) equal the cumulative Losses allocated to the General Partner pursuant to Section 6.1(A)(2);
(B) Second, to the Partners until the cumulative Profits allocated pursuant to this Section 6.2(B) equal the cumulative Losses allocated to the Partners pursuant to Section 6.1(A)(1); and
(C) Third, any remaining Profits shall be allocated to the Partners in their Percentage Interests.
Profit Allocations. After giving effect to the special allocations set forth in Section 9.02, but without duplication in respect of gross income allocated, Profits for any Fiscal Year shall be allocated among each of Stratus and Fusion equally.
Profit Allocations. (a) All Profits of the Partnership (including each item of income, loss or deduction entering into the computation thereof), Exempt Income and Liquidation Gain shall be allocated to the Partners each Fiscal Year as follows:
(i) first, if any Partner has a negative balance in its Capital Account (as determined after charging each Partner's Capital Account with the amount of distributions paid or deemed paid to that Partner by the Partnership during that Fiscal Year), to all such Partners in proportion to the negative balances in their Capital Accounts until no Partner has a negative balance in its Capital Account;
(ii) next, to SEP in an amount equal to the excess, if any, of the lesser of (A) all distributions of Net Cash Flow made to SEP during that Fiscal Year and all prior Fiscal Years and (B) the Cumulative Priority Return determined as of the date of such allocation, over (C) all Profits previously allocated to SEP; and
(iii) then, to the Partners in the ratio of their Percentage Interests.
(b) If Profits or other items allocable pursuant to this Section 5.1 shall consist of more than one kind of income or gain or other items in any instance ordinary gain, long-term gain, short-term gain, or Code Section 1231 gain), then the aggregate amounts allocated to each Partner under this section 5.1 shall, in each such instance, include a portion of each kind of income or gain or other item so allocable.
