Profits and Losses and Distributions Sample Clauses

Profits and Losses and Distributions. Unless and until any new Members are admitted to the Company, all profits and losses of the Company shall be allocated to the Sole Member and all cash which the Sole Member, in its sole and absolute discretion, determines is available for distribution shall be distributed to the Sole Member. Without in any way limiting the foregoing, for each fiscal year, the Company shall distribute cash to the Sole Member at such times and in such amounts as are necessary to enable the Sole Member to make distributions to Coffeyville Terminal, Inc. pursuant to Section 5.2(b) of the Amended and Restated Limited Liability Company Agreement of the Sole Member.
Sample 1See All (4)
AutoNDA by SimpleDocs
Profits and Losses and Distributions. A. Profits, Losses and Distributive Shares of Tax Items. ---------------------------------------------------- 1. The Partnership's net profits or net loss, as the case may be, for each fiscal year of the Partnership, as determined in accordance with such method of accounting as may be adopted for the Partnership by the Management Committee pursuant to Section VII.C. hereof, shall be allocated to the Partners for both financial accounting and income tax purposes as follows in the ratio of each Partner's Percentage Interest: a. In the absence of any other agreement among the Partners, in the ratio of each Partner's Percentage Interest; or b. If all of the Partners otherwise agree in writing pursuant to Article XII with respect to a particular project, in accordance with such agreement. 2. Notwithstanding the foregoing, any gain or loss on Partnership assets occurring in connection with the sale of all or substantially all the assets of the Partnership or the dissolution and liquidation of the Partnership shall be credited or charged to the Partners in the following order of priority: a. Gains shall be allocated as follows: i. first, an amount of gains up to the negative balances, if any, in the capital accounts of the Partners shall be allocated to the Partners having negative capital account balances in proportion to their respective negative capital account balances, until the balances of the capital accounts of such Partners equal zero; ii. then, gains shall be allocated to the Partners in a manner, as nearly as can be, to cause the capital accounts of the Partners to stand in the ratio of their respective Percentage Interests in the Partnership; or b. Losses shall be allocated as follows: i. first, losses shall be allocated to the Partners in a manner, as nearly as can be, to cause the capital accounts of the Partners to stand in the ratio of their respective Percentage Interests in the Partnership; and ii. all remaining losses shall be allocated to the Partners in proportion to their respective Percentage Interest in the Partnership.
Sample 1Sample 2
Profits and Losses and Distributions. 5 3.1 Allocation of Profits and Losses Among the Partners . . . . .
Sample 1
Profits and Losses and Distributions. 6.1 The capital percentage interest of each Member (the "Capital Percentage Interest") shall be as follows: DTHY 31.94% Xxxxxx 8.07% NV 41.93% New Valley Mortgage 8.07% Prefsa 9.99% 6.2 Profits or Losses of the Company shall be allocated to each of the Members in proportion to their respective Capital Percentage Interests. For purposes hereof, "Profits and Losses" are defined to be, for each fiscal year or other period, an amount equal to the Company's taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Internal Revenue Code of 1986, as amended (the "Code") (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (a) Any income of the Company that is exempt from Federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such taxable income or loss; (b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition, shall be subtracted from such taxable income or loss; (c) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the gross asset value (its fair market value) of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its gross asset value; and (d) Notwithstanding any other provision of this definition, any items which are specially allocated to a Member shall not be taken into account in computing Profits or Losses. 6.3 The Company shall collect its revenues and pay its normal operating expenses (including, but not limited to, the debt service payments, Tax Distributions (as such term is hereinafter defined) and excess cash flow sweep to the extent the same is required to be paid to Prefsa) as the same become due. Thereafter, all funds available for distribution by the Company, whether resulting from cash flow generated by operations, or from any other source (other than a sale of all or substantially all of the assets of the Company) shall be paid or distributed, at such times and in such amou...
Sample 1
Profits and Losses and Distributions. 5 3.1 Allocation of Profits and Losses Among the Partners . . . . . . . . . . . . . . . . . . . . . . . . . 5 3.2 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3.3
Sample 1
Profits and Losses and Distributions 
Sample 1Sample 2Sample 3See All (32)

Related to Profits and Losses and Distributions

  • Profits Losses and Distributions A. Each Member shall share all profits and losses, pro rata, in proportion to the Member's Interest in the Company. A Member's Interest shall be defined as a Member's pro rata share of ownership in the Company. B. Any distribution of cash or any other property of the company shall be distributed in the following order: (1) payment of taxes; (2) payment of any indebtedness including debts owing to any Member and any other expenses; and (3) to the Members in accordance with each Member's Interest in the Company.

  • Profits and Losses Distributions Until the admission of additional Members, the Original Member shall be entitled to all allocations of LLC profits and losses and to allocations of distributions.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Profits and Losses For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

  • Net Losses After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows: (i) First, 2% to the General Partner, and 98% to the Unitholders, Pro Rata, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iii) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (ii) Second, 2% to the General Partner, and 98% to the Unitholders, Pro Rata; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account); (iii) Third, the balance, if any, 100% to the General Partner.

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • PROFITS/LOSSES For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!