Common use of Profit and Loss Allocations Clause in Contracts

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. 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); and (D) all Class B Units were fully vested, 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. Profit and Loss (or, if determined by the Board, items of income, gain, loss and expense comprising Profits or Losses for such taxable year), 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 such taxable period to equal the excess (which may be negative) ofequal: (i) the hypothetical distribution (if any) that such Member would receive if, on the last day of the taxable period, (Ax) all Company assets, including cash, were sold for cash equal to their Book Values, taking into account any adjustments thereto for that such taxable period and all amounts that any Member would then be obligated to contribute to the Company were so contributed; period, (By) 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 such liability if such Book Value is less than that such nonrecourse liability); , and (Cz) the net proceeds of that such sale (after satisfaction of those such liabilities) were distributed in full pursuant to Section 5.2 6.1(c) (ignoring any obligations to withhold distributions due to vesting requirements and treating that such a hypothetical liquidation as resulting in a Liquidation Event), overminus (ii) the sum of (Ax) the amount, if any, which that such Member would be obligated to contribute to the capital of the Company immediately after that such hypothetical sale; , (By) that such Member’s share of Minimum Gain (if any) as computed immediately prior to that such hypothetical sale; sale and (Cz) that such Member’s share of Member Nonrecourse Debt Minimum Gain (if any), as computed immediately prior to that such hypothetical sale.

Profit and Loss Allocations. Profit and Loss (or in the sole discretion of the Board, items of income, gain, loss and expense comprising Profits or Losses for such taxable year), 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 such taxable period to equal the excess (which may be negative) ofequal: (i) the hypothetical distribution (if any) that such Member would receive if, on the last day of the taxable period, (Ax) all Company assets, including cash, were sold for cash equal to their Book Values, taking into account any adjustments thereto for that such taxable period and all amounts that any Member would then be obligated to contribute to the Company were so contributed; period, (By) 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 such liability if such Book Value is less than that such nonrecourse liability); , and (Cz) the net proceeds of that such sale (after satisfaction of those such liabilities) were distributed in full pursuant to Section 5.2 6.1 (ignoring any obligations to withhold distributions due to vesting requirements and treating that such a hypothetical liquidation as resulting in a Liquidation Event), overminus (ii) the sum of (Ax) the amount, if any, which that such Member would be obligated to contribute to the capital of the Company immediately after that such NEXEO SOLUTIONS HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT hypothetical sale; , (By) that such Member’s share of Minimum Gain (if any) as computed immediately prior to that such hypothetical sale; sale and (Cz) that such Member’s share of Member Nonrecourse Debt Minimum Gain (if any), as computed immediately prior to that such hypothetical sale.