Profit and Loss Allocations. For purposes of determining Capital Account balances under this Section 3.2, Profit and Loss with respect to any Partnership Accounting Year shall be allocated prior to reducing Capital Accounts by any distributions with respect to such Partnership Accounting Year.
Profit and Loss Allocations. Profit and Loss shall be allocated among the Members in a manner that will, as nearly as possible, cause the Capital Account balance of each Member at the end of that taxable period to equal the excess (which may be negative) of:
(i) the hypothetical distribution (if any) that Member would receive if, on the last day of the taxable period, (A) all Company assets, including cash, were sold for cash equal to their Book Values, taking into account any adjustments thereto for that taxable period and all amounts that any Member would then be obligated to contribute to the Company were so contributed; (B) all Company liabilities were satisfied in full according to their terms (limited, with respect to each nonrecourse liability of the Company, to the Book Values of the assets securing that liability if such Book Value is less than that nonrecourse liability); and (C) the net proceeds of that sale (after satisfaction of those liabilities) were distributed in full pursuant to Section 5.2 (ignoring any obligations to withhold distributions due to vesting requirements and treating that hypothetical liquidation as resulting in a Liquidation Event), over
(ii) the sum of (A) the amount, if any, which that Member would be obligated to contribute to the capital of the Company immediately after that hypothetical sale; (B) that Member’s share of Minimum Gain (if any) as computed immediately prior to that hypothetical sale; and (C) that Member’s share of Member Nonrecourse Debt Minimum Gain (if any), as computed immediately prior to that hypothetical sale.
Profit and Loss Allocations. Subject to the other provisions of this ARTICLE VII, for purposes of adjusting the Capital Accounts of the Members, the Profits, Losses and to the extent necessary, individual items of income, gain, loss, credit and deduction, for any fiscal year shall be allocated among the Members in a manner that as closely as possible gives economic effect to the provisions of ARTICLE VI and ARTICLE XII and the other relevant provisions of this Agreement, assuming solely for this purpose that Section 12.2(b) provided for amounts to be distributed in accordance with ARTICLE VI (without regard to Section 6.2 thereof).
Profit and Loss Allocations. 7 3.1 Allocation of Profits and Losses ..................................... 7 3.2 Elimination of Book/Tax Disparities .................................. 7 3.3 Consistency with Allocation Rules .................................... 7 ARTICLE 4 DISTRIBUTIONS ........................................................... 7
Profit and Loss Allocations. Profits or Losses shall be allocated among the Members in accordance with their Percentage Interest and in accordance with I.R.S. regulations.
Profit and Loss Allocations. Except as otherwise required by Code Section 704 and the Treasury Regulations thereunder, net profit or net loss of the Company, determined for income tax purposes, will be allocated to the Members pro rata with their Membership Interests.
Profit and Loss Allocations. (a) In the event that the Partnership has profit for a fiscal year,
(i) for any Partner as to whom the allocation pursuant to Section 5.3 is negative, such allocation shall be comprised of a proportionate share of each of the Partnership’s items of expense or loss entering into the computation of profit for such fiscal year; and
(ii) the allocation pursuant to Section 5.3 in respect of each Partner shall be comprised of a proportionate share of each Partner item of income, gain, expense and loss entering into the computation of profit for such fiscal year (other than the portion of each Partnership item of expense or loss, if any, that is allocated pursuant to Section 5.4(a)(i).
(b) In the event that the Partnership has loss for a fiscal year,
(i) for any Partner as to whom the allocation pursuant to Section 5.3 is positive, such allocation shall be comprised of a proportionate share of the Partnership’s items of income and gain entering into the computation of loss for such fiscal year; and
(ii) the allocation pursuant to Section 5.3 in respect of each Partner (other than a Partnership referred to in Section 5.4(b)(i)) shall be comprised of a proportionate share of each Partnership item of income, gain, loss and expense entering into the computation of loss for such fiscal year (other than the portion of each Partnership item of income and gain, if any, that is allocated pursuant to Section 5.4(b)(i)).
Profit and Loss Allocations. After giving effect to the allocations set forth in Section 6.2(b), Profits and Losses (and, to the extent necessary, items of income, gain, loss and deduction) for each fiscal period shall be allocated among the Members during such fiscal period, in such a manner as shall cause the Capital Accounts of the Members (as adjusted to reflect all allocations set forth in Section 6.2(b)) and all distributions through the end of such fiscal period) to equal, as nearly as possible, (i) the amount such Members would receive if all assets of the Company on hand at the end of such fiscal period were sold for cash equal to their Book Values, all liabilities of the Company were satisfied in cash in accordance with their terms (limited in the case of non-recourse liabilities to the Book Value of the property securing such liabilities), and all remaining or resulting cash (including any withheld amounts) were distributed to the Members under Section 12.3(b) minus (ii) such Member’s share of Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets.
Profit and Loss Allocations. All profits and losses of the Company shall be allocated to the Member.
Profit and Loss Allocations. The net profit or net loss of the Company, determined on an annual basis in accordance with sound accounting principles, shall be allocated as follows:
