Common use of Restrictions on Allocations Clause in Contracts

Restrictions on Allocations. Notwithstanding anything in this Section 7.1 to the contrary: (i) The Net Loss allocated to a Partner pursuant to Section 7.1(c) shall not exceed the maximum amount of Net Loss that can be so allocated without causing such Partner to have an Adjusted Capital Account Deficit at the end of the year. All Net Loss in excess of the limitation set forth in this Section 7.1(d)(i) shall be allocated to the General Partner. (ii) In the event a Partner receives any adjustments, allocations or distributions described in Treasury Regulations § 1.704-1 (b) (2) (ii) (d) (4), (5) or (6), items of Net Income shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible. (iii) In the event a Partner has an Adjusted Capital Account Deficit at the end of any Partnership Year, such Partner shall be specially allocated items of Net Income in the amount and manner sufficient to eliminate, to the extent required by Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible. (iv) Notwithstanding any other provision of this Agreement, but subject to the exceptions set forth in Treasury Regulations § 1.704-2(f)(2), (3), (4) or (5), if there is a net decrease in Minimum Gain during a Partnership Year, the Partners must be allocated items of Net Income for such year (and, if necessary, subsequent years) in the proportion to, and to the extent of, an amount equal to such Partner’s share of the net decrease in Minimum Gain (as such share is determined in accordance with Treasury Regulations § 1.704-2(g)(2)). The Minimum Gain charge back shall consist first of Net Income from the disposition of Partnership assets subject to nonrecourse liabilities of the Partnership with the remainder of the Minimum Gain charge back, if any, made up of a pro rata portion of the Partnership’s other items of income or gain for such year and shall be determined in accordance with Treasury Regulations §§ 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provisions. If such Net Income from the disposition of Partnership assets exceeds the amount of Minimum Gain charge back, a proportionate share of each item of such Net Income shall constitute a part of the Minimum Gain charge back. (v) Notwithstanding any other provision of this Agreement, but subject to the exceptions referenced in Treasury Regulations § 1.704-2(i)(4), if there is a net decrease in Partner Minimum Gain during any year, items of income and gain for such year (and, if necessary subsequent years) shall first be allocated to each Partner with a share of that Partner Minimum Gain in proportion to, and to the extent of, an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain (as such share is determined in accordance with Treasury Regulations § 1.704-2(i)(4)). The items to be so allocated shall be determined in accordance with Treasury Regulations § 1.704-2(i)(4), or any successor provision. (vi) Nonrecourse Deductions for any taxable year shall be allocated among the Partners in the same manner as are the other Net Income and Net Loss of the Partnership for such year. Partner Nonrecourse Deductions for any taxable year should be allocated among the Partners in accordance with Treasury Regulations § 1.704-2(i)(1). (vii) The allocations set forth in this Section 7.1(d) (“Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations §§ 1.704-1 and 1.704-2. Notwithstanding any other provision of this Section 7.1 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other Net Income and Net Loss among the Partners so that, to the extent possible, the net amount of such allocations of other Net Income and Net Loss and the Regulatory Allocations to the Partners shall be equal to the net amount that would have been allocated among the Partners if the Regulatory Allocations had not occurred.

Restrictions on Allocations. Notwithstanding anything in this Section 7.1 4.1 to the contrary: (i) The Net Loss allocated to a Partner pursuant to Section 7.1(c) 4.1 hereof shall not exceed the maximum amount of Net Loss that can be so allocated without causing such Partner to have an Adjusted Capital Account Deficit at the end of the fiscal year. All Net Loss in excess of the limitation set forth in this Section 7.1(d)(i4.1.3(i) shall be allocated to the General Partnerother Partners to the extent that such allocation would not cause such other Partners to have an Adjusted Capital Account Deficit. (ii) In the event a Partner receives any adjustments, allocations or distributions described in Treasury Regulations § Regulation Section 1.704-1 (b) (2) (ii) (d) (4b)(2)(ii)(d)(4), (5) or (6), items of Net Income shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible. (iii) In the event a Partner has an Adjusted Capital Account Deficit at the end of any Partnership Yearfiscal year, such Partner shall be specially allocated items of Net Income in the amount and manner sufficient to eliminate, to the extent required by Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible. (iv) Notwithstanding any other provision of this Agreement, Agreement but subject to the exceptions set forth in Treasury Regulations § Regulation Section 1.704-2(f)(2), (3), (4) or (5), if there is a net decrease in Minimum Gain during a Partnership Yearfiscal year, the Partners must be allocated items of Net Income for such year (and, if necessary, subsequent years) in the proportion to, and to the extent of, an amount equal to such Partner’s 's share of the net decrease in Minimum Gain (as such share is determined in accordance with Treasury Regulations § Regulation Section 1.704-2(g)(2)). The Minimum Gain charge back chargeback shall consist first of Net Income from the disposition of Partnership assets subject to nonrecourse liabilities of the Partnership with the remainder of the Minimum Gain charge backchargeback, if any, made up of a pro rata portion of the Partnership’s 's other items of income or gain Net Income for such year and shall be determined in accordance with Treasury Regulations §§ Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i20)(2)(i), or any successor provisions. If such Net Income from the disposition of Partnership assets exceeds the amount of Minimum Gain charge backchargeback, a proportionate share of each item of such Net Income shall constitute a part of the Minimum Gain charge backchargeback. (v) Notwithstanding any other provision of this Agreement, but subject to the exceptions referenced in Treasury Regulations § Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Minimum Gain during any Partnership year, items of income and gain for such year (and, if necessary subsequent years) shall first be allocated to each Partner with a share of that Partner Minimum Gain in proportion to, and to the extent of, an amount equal to such Partner’s 's share of the net decrease in Partner Minimum Gain (as such share is determined in accordance with Treasury Regulations § Regulation Section 1.704-2(i)(4)). The items to be so allocated shall be determined in accordance with Treasury Regulations § Regulation Section 1.704-2(i)(4), or any successor provision. (vi) Nonrecourse Deductions for any taxable year shall be allocated among the Partners in the same manner as are the other Net Income profits and Net Loss losses of the Partnership for such year. Partner Nonrecourse Deductions for any taxable year should be allocated among the Partners in accordance with Treasury Regulations § Regulation Section 1.704-2(i)(1). (vii) The allocations set forth in this Section 7.1(d) 4.1.3 (“Regulatory Allocations”"REGULATORY ALLOCATIONS") are intended to comply with certain requirements of Treasury Regulations §§ Regulation Sections 1.704-1 and 1.704-2. Notwithstanding any other provision of this Section 7.1 4.1 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other Net Income and Net Loss among the Partners so that, to the extent possible, the net amount of such allocations of other Net Income and Net Loss and the Regulatory Allocations to the Partners shall be equal to the net amount that would have been allocated among the to such Partners if the Regulatory Allocations had not occurred.

Restrictions on Allocations. Notwithstanding anything in this Section 7.1 Article IV to the contrary: (ia) The Net Loss allocated to a Partner Member pursuant to Section 7.1(c) 4.2 hereof shall not exceed the maximum amount of Net Loss that can be so allocated without causing such Partner the Member to have an Adjusted Capital Account Deficit at the end of the fiscal year. All Net Loss in excess of the limitation set forth in this Section 7.1(d)(i4.3(a) shall be allocated to the General PartnerMembers who do not have Adjusted Capital Account Deficits in proportion to their respective Percentage Interests but only to the extent that the Net Loss does not cause any Member to have an Adjusted Capital Account Deficit. (iib) In the event a Partner Member receives any adjustments, allocations or distributions described in Treasury Regulations § Regulation Section 1.704-1 (b) (2) (ii) (d) (41(b)(2)(ii)(d)(4), (5) or (6), items of Net Income shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Partner the Member as quickly as possible. (iiic) In the event a Partner Member has an Adjusted Capital Account Deficit at the end of any Partnership YearCompany fiscal year, such Partner Member shall be specially allocated items of Net Income in the amount and manner sufficient to eliminate, to the extent required by Treasury Regulations, the Adjusted Capital Account Deficit of such Partner the Member as quickly as possible. (ivd) Notwithstanding any other provision of this Agreement, but subject to the exceptions set forth in Treasury Regulations § Regulation Section 1.704-2(f)(2), (3), (4) or (5), if there is a net decrease in Minimum Gain during a Partnership YearCompany fiscal year, the Partners Members must be allocated items of Net Income for such year (and, if necessary, subsequent years) in the proportion to, and to the extent of, an amount equal to such PartnerMember’s share of the net decrease in Minimum Gain (as such share is determined in accordance with Treasury Regulations § Regulation Section 1.704-2(g)(2)). The Minimum Gain charge back chargeback shall consist first of Net Income from the disposition of Partnership Company assets subject to nonrecourse liabilities of the Partnership Company with the remainder of the Minimum Gain charge backchargeback, if any, made up of a pro rata portion of the PartnershipCompany’s other items of income or gain Net Income for such year and shall be determined in accordance with Treasury Regulations §§ Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provisions. If such Net Income from the disposition of Partnership Company assets exceeds the amount of Minimum Gain charge backchargeback, a proportionate share of each item of such Net Income shall constitute a part of the Minimum Gain charge backchargeback. (ve) Notwithstanding any other provision of this Agreement, but subject to the exceptions referenced in Treasury Regulations § Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Member Minimum Gain during any Company year, items of income and gain for such year (and, if necessary necessary, subsequent years) shall first be allocated to each Partner Member with a share of that Partner Member Minimum Gain in proportion to, and to the extent of, an amount equal to such PartnerMember’s share of the net decrease in Partner Member Minimum Gain (as such share is determined in accordance with Treasury Regulations § Regulation Section 1.704-2(i)(4)). The items to be so allocated shall be determined in accordance with Treasury Regulations § Regulation Section 1.704-2(i)(4), or any successor provision. (vif) Nonrecourse Deductions for any taxable year shall be allocated among the Partners Members in the same manner as are the other Net Income and Net Loss of the Partnership Company for such year. Partner Member Nonrecourse Deductions for any taxable year should be allocated among the Partners Members in accordance with Treasury Regulations § Regulation Section 1.704-2(i)(1). (viig) The allocations set forth in this Section 7.1(d) 4.3 (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations §§ Regulation Sections 1.704-1 and 1.704-2. Notwithstanding any other provision of this Section 7.1 4.3 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other Net Income and Net Loss among the Partners Members so that, to the extent possible, the net amount of such allocations of other Net Income and Net Loss and the Regulatory Allocations to the Partners Members shall be equal to the net amount that would have been allocated among to the Partners Members if the Regulatory Allocations had not occurred.

Restrictions on Allocations. Notwithstanding anything in this Section 7.1 4.1 to the contrary: (i) The Net Loss allocated to a Partner pursuant to Section 7.1(c) 4.1 hereof shall not exceed the maximum amount of Net Loss that can be so allocated without causing such Partner to have an Adjusted Capital Account Deficit at the end of the fiscal year. All Net Loss in excess of the limitation set forth in this Section 7.1(d)(i4.1.3(i) shall be allocated to the General Partnerother Partners to the extent that such allocation would not cause such other Partners to have an Adjusted Capital Account Deficit. (ii) In the event a Partner receives any adjustments, allocations or distributions described in Treasury Regulations § Regulation Section 1.704-1 (b) (2) (ii) (d) (41(b)(2)(ii)(d)(4), (5) or (6), items of Net Income shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible. (iii) In the event a Partner has an Adjusted Capital Account Deficit at the end of any Partnership Yearfiscal year, such Partner shall be specially allocated items of Net Income in the amount and manner sufficient to eliminate, to the extent required by Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible. (iv) Notwithstanding any other provision of this Agreement, but subject to the exceptions set forth in Treasury Regulations § 1.704Regulation Section l.704-2(f)(22(t)(2), (3), (4) or (5), if there is a net decrease in Minimum Gain during a Partnership Yearfiscal year, the Partners must be allocated items of Net Income for such year (and, if necessary, subsequent years) in the proportion to, and to the extent of, an amount equal to such Partner’s 's share of the net decrease in Minimum Gain (as such share is determined in accordance with Treasury Regulations § Regulation Section 1.704-2(g)(2)). The Minimum Gain charge back chargeback shall consist first of Net Income from the disposition of Partnership assets subject to nonrecourse liabilities of the Partnership with the remainder of the Minimum Gain charge backchargeback, if any, made up of a pro rata portion of the Partnership’s 's other items of income or gain Net Income for such year and shall be determined in accordance with Treasury Regulations §§ Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704l.704-2(j)(2)(i), or any successor provisions. If such Net Income from the disposition of Partnership assets exceeds the amount of Minimum Gain charge backchargeback, a proportionate share of each item of such Net Income shall constitute a part of the Minimum Gain charge backchargeback. (v) Notwithstanding any other provision of this Agreement, but subject to the exceptions referenced in Treasury Regulations § 1.704Regulation Section l.704-2(i)(4), if there is a net decrease in Partner Minimum Gain during any Partnership year, items of income and gain for such year (and, if necessary subsequent years) shall first be allocated to each Partner with a share of that Partner Minimum Gain in proportion to, and to the extent of, an amount equal to such Partner’s 's share of the net decrease in Partner Minimum Gain (as such share is determined in accordance with Treasury Regulations § Regulation Section 1.704-2(i)(4)). The items to be so allocated shall be determined in accordance with Treasury Regulations § Regulation Section 1.704-2(i)(4), or any successor provision. (vi) Nonrecourse Deductions for any taxable year shall be allocated among the Partners in the same manner as are the other Net Income profits and Net Loss losses of the Partnership for such year. Partner Nonrecourse Deductions for any taxable year should be allocated among the Partners in accordance with Treasury Regulations § Regulation Section 1.704-2(i)(12(i)(l). (vii) The allocations set forth in this Section 7.1(d) 4.1.3 (“Regulatory Allocations”"REGULATORY ALLOCATIONS") are intended to comply with certain requirements of Treasury Regulations §§ Regulation Sections 1.704-1 and 1.704-2. Notwithstanding any other provision of this Section 7.1 4.1 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other Net Income and Net Loss among the Partners so that, to the extent possible, the net amount of such allocations of other Net Income and Net Loss and the Regulatory Allocations to the Partners shall be equal to the net amount that would have been allocated among the to such Partners if the Regulatory Allocations had not occurred.

Restrictions on Allocations. Notwithstanding anything in to this Section 7.1 4.1 to the contrary: (i) The Net Loss allocated to a Partner pursuant to Section 7.1(c) 4.1 hereof shall not exceed the maximum amount of Net Loss that can be so allocated without causing such Partner to have an Adjusted Capital Account Deficit at the end of the fiscal year. All Net Loss in excess of the limitation set forth in this this. Section 7.1(d)(i4.1.3(i) shall be allocated to the General Partnerother Partners to the extent that such allocation would not cause such other Partners to have an Adjusted Capital Account Deficit. (ii) In the event a Partner receives any adjustments, allocations or distributions described in Treasury Regulations § Regulation Section 1.704-1 (b) (2) (ii) (d) 1(b)(2)(ii)(d), (4), (5) or (6), items of Net Income income shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Adjusted. Capital Account Deficit of such Partner as quickly as possible. (iii) In the event a Partner has an Adjusted Capital Account Deficit at the end of any Partnership Yearfiscal year, such Partner shall be specially allocated items of Net Income in the amount and manner sufficient to eliminate, to the extent required by Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible. (iv) Notwithstanding any other provision of this Agreement, but subject to the exceptions set forth in Treasury Regulations § Regulation Section 1.704-2(f)(2), (3), (4) or (5), if there is a net decrease in Minimum Gain during a Partnership Yearfiscal year, the Partners must be allocated items of Net Income for such year (and, if necessary, subsequent years) in the proportion to, and to the extent of, an amount equal to such Partner’s share of the net decrease in Minimum Gain (as such share is determined in accordance with Treasury Regulations § Regulation Section 1.704-2(g)(2)). The Minimum Gain charge back chargeback shall consist first of Net Income from the disposition of Partnership assets subject to nonrecourse liabilities of the Partnership with the remainder of the Minimum Gain charge backchargeback, if any, made up of a pro rata rate portion of the Partnership’s other items of income or gain Net Income for such year and shall be determined in accordance with Treasury Regulations Regulation §§ 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provisions. If such Net Income from the disposition of Partnership assets exceeds the amount of Minimum Gain charge backchargeback, a proportionate share of each item of such Net Income shall constitute a part of the Minimum Gain charge backchargeback. (v) Notwithstanding any other provision of this Agreement, but subject to the exceptions referenced in Treasury Regulations Regulation § 1.704-2(i)(4), if there is a net decrease in Partner Minimum Gain during any Partnership year, items of income and gain for such year (and, if necessary subsequent years) shall first be allocated to each Partner with a share of that Partner Minimum Gain in proportion to, and to the extent of, an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain (as such share is determined in accordance with Treasury Regulations Regulation § 1.704-2(i)(4)). The items to be so allocated shall be determined in accordance with Treasury Regulations Regulation § 1.704-2(i)(4), or any successor provision. (vi) Nonrecourse Deductions for any taxable year shall be allocated among the Partners in the same manner as are the other Net Income profits and Net Loss losses of the Partnership for such year. Partner Nonrecourse Deductions for any taxable year should be allocated among the Partners in accordance with Treasury Regulations Regulation § 1.704-2(i)(1). (vii) The allocations set forth in this Section 7.1(d) 4.1.3 (“Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations Regulation §§ 1.704-1 and 1.704-2. Notwithstanding any other provision of this Section 7.1 4.1 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other Net Income and Net Loss among the Partners so that, to the extent possible, the net amount of such allocations of other Net Income and Net Loss and the Regulatory Allocations to the Partners shall be equal to the net amount that would have been allocated among the to such Partners if the Regulatory Allocations had not occurred.