Sharing of Net Profits and Losses Sample Clauses

Sharing of Net Profits and Losses. After payment or reasonable provision for payment of all debts, liabilities, taxes, and contingent liabilities of the Company, and after provision for a general reserve in the amount of Two Hundred Thousand Dollars ($200,000), and a Production Transfer Fund as provided for elsewhere herein, the Managing Members shall declare a distribution of Net Profits, if any, at least annually, and shall provide Investor Members with a statement of operations at least quarterly, in accordance with the following: (a) The Capital Accounts of Investor Members shall first be credited, on a pro-rata basis, until the value of each Capital Account equals the value of the Capital Contributions of each Investor Member. (b) A one-time “Preferred Distribution” shall next be made to all Series A Investor Members, such Preferred Distribution to be calculated by applying an annual interest rate of six percent (6%) to each Capital Contribution, prorated from the date that the Capital Contribution was actually received by the Company, to January 31, 2016. To the extent that the Managing Members are Series A Investor Members, such Managing Members shall receive a portion the Preferred Distribution; otherwise, Managing Members shall not participate in the Preferred Distribution due solely to their status as Managing Members. (c) For all subsequent Net Profit distributions, each Investor Members shall receive a portion of such distribution equal to his interest in the Company: Series A Investor Members shall receive one percent (1%) of such distribution for every full Unit owned, and an equivalent fraction of one percent (1%) of such distribution for every fractional Unit owned; Series B Investor Members shall receive one tenth of one percent (0.1%) of such distribution for every full Unit owned, and an equivalent fraction of one-tenth of one percent (0.1%) of such distribution for every fractional Unit owned. The Managing Members shall receive the remainder of the amount distributed, to be divided among them and any additional parties that they so designate in any proportion to which they may from time to time agree (such agreement not subject to disclosure to the Investor Members). (d) Until Net Profits shall have been earned, losses suffered and incurred by the Company, shall be borne entirely by the Investor Members, in proportion to, and only to the extent of, their respective interests in the Company. After Net Profits shall have been earned, then, to the extent of such Net Profits...
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Sharing of Net Profits and Losses. (a) The Parties shall share equally in the Net Profits and Losses for so long as each of EVP and MethylGene funds […***…] percent ([…***…]%) of the Research and Development Costs; otherwise, subject to Article IX, each Party shall be entitled to a fraction of the Net Profits and Losses equal to the aggregate Research and Development Costs funded by such Party divided by the aggregate Research and Development Costs funded by both Parties (its “Share of Net Profits and Losses”). (b) A Party’s Share of Net Profits and Losses as to a particular Collaboration Product shall initially be […***…], and shall be re-calculated upon (i) provision of notice of a commitment to fund under Section 5.4.4(b), (ii) any uncured breach of a funding obligation, and (iii) on a […***…] basis, giving effect to reconciliation payments as set forth in Section 5.4.6(b). (c) If the JSC and, to the extent there is more than one JSC, each applicable JSC, approves the development of a Selected Compound or Protected Compound under a Research and Development Program other than the Research and Development Program under which it was initially allocated for development, all in accordance with Section 6.2.5, then the aggregate Research and Development Costs funded by each Party as to such Selected Compound or Protected Compound within such other Research and Development Program (but not within the original Research and Development Program), shall be deemed to be zero as of the date of such approval, with each of the Parties’ respective Share in Net Profits and Losses as to such Selected Compounds or Protected Compounds within such Research and Development Program, and as to any resulting Collaboration Products within a resulting Commercialization Program, being equal to […***…] percent ([…***…]%) and subject to adjustment as to future funding thereof pursuant to Section 5.5. (d) If any applicable JSC approves the development of a Collaboration Product as a Selected Compound under a Research and Development Program other than the Originating R&D Program, all in accordance with Section 6.2.5, then the aggregate Research and Development Costs funded by each Party as to such Collaboration Product within such other Research and Development Program (but not within the Commercialization Program resulting from the Originating R&D Program), shall be deemed to be zero as of the date of such approval, with each of the Parties’ respective Share in Net Profits and Losses as to such Collaboration Product w...
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Sharing of Net Profits and Losses. Subject to Sections 8.6 and 5.5.1, from and after Marketing Approval of a Compound or a Product to be Co-Promoted by the Parties, Net Revenues shall first be allocated to reimburse each Party for its Commercialization Costs incurred during the applicable Reporting Period and the Parties shall share equally in the Net Profits and Losses (its “Share of Net Profits and Losses”).
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Sharing of Net Profits and Losses. The Net Profits that may accrue from the business of the Company shall be distributed and divided among the Managing Members and Investor Members as follows: (a) The Capital Contributions of the Investor Members shall first be repaid as provided above. (b) The Investor Members shall each be entitled to receive that proportion of fifty percent (50%) of the Net Profits which his or her Capital Contribution bears to the Total Capitalization, excluding, however, from such Investor Members all persons who, pursuant to Paragraph 4 hereof, may be entitled to compensation only from the Managing Member’s share of such Net Profits, and excluding the contributions so made by such persons. (c) The Managing Members shall be entitled to receive fifty percent (50%) of the Net Profits. (d) Until Net Profits shall have been earned, losses suffered and incurred by the Company, up to the Total Capitalization plus additional contributions, if any, shall be borne entirely by the Investor Members in proportion to, and only to the extent of, their respective Capital Contributions. After Net Profits shall have been earned, then, to the extent of such Net Profits, the Managing Members and Investor Members shall share any such losses pro rata in the same proportion as they are entitled to share in Net Profits pursuant to the provisions of this Paragraph
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Related to Sharing of Net Profits and Losses

  • 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.

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

  • 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.

  • Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.

  • 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.

  • 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.

  • 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 Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim 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.

  • Allocations of Net Income and Net Loss Except as otherwise provided in this Agreement, after giving effect to the special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests.

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