Common use of Special Allocations Regarding LTIP Units Clause in Contracts

Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Section 6.04 or Section 6.05, after giving effect to the Regulatory Allocations, but prior to any allocations under Section 6.03(b), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Company, shall be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances are equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Company, will be allocated with respect to any particular LTIP Unit unless and to the extent that the Common Unit Economic Balance exceeds the Common Unit Economic Balance in existence at the time such LTIP Unit was issued. Any allocations made pursuant to the first sentence of this Section 6.04(a) shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.04(a). The parties agree that the intent of this Section 6.04(a) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Class A Units and Class B Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the Class A Units and Class B Units outstanding, without regard to the allocations under this Section 6.04(a), has increased on a per-unit basis since the issuance of the relevant LTIP Unit. To the extent Net Property Losses are allocated to LTIP Unitholders pursuant to Section 6.03(b), such Net Property Loss shall be allocated among the LTIP Unitholders in a manner that reverses the allocation of Net Property Gain to the LTIP Unitholders pursuant to this Section 6.04(a).

Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Section 6.04 or Section 6.05Sections 5.01, after giving effect to the Regulatory Allocationsregulatory allocations in Section 5.01(d) and the special allocations in Sections 5.01(c)(ii) and 5.01(c)(iv), but prior to any allocations under Section 6.03(b5.01(b), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, shall be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances are equal to (i) the Common OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, will be allocated with respect to any particular LTIP Unit unless and to the extent that the Common OP Unit Economic Balance exceeds the Common OP Unit Economic Balance in existence at the time such LTIP Unit was issued. Any allocations made pursuant to the first sentence of this Section 6.04(a5.01(c)(v) shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.04(a5.01(c)(v). The parties agree that the intent of this Section 6.04(a5.01(c)(v) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Class A Units and Class B OP Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the Class A Units and Class B OP Units outstanding, without regard to the allocations under this Section 6.04(a5.01(c)(v), has increased on a per-unit basis since the issuance of the relevant LTIP Unit. To the extent Net Property Losses are Loss is allocated to LTIP Unitholders pursuant to Section 6.03(b5.01(b), such Net Property Loss shall be allocated among the LTIP Unitholders in a manner that reverses the allocation of Net Property Gain to the LTIP Unitholders pursuant to this Section 6.04(a5.01(c)(v).

Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Section 6.04 or Section 6.05Sections 5.01, after giving effect to the Regulatory Allocationsregulatory allocations in Section 5.01(d) and the special allocations in Sections 5.01(c)(ii) and 5.01(c)(iv), but prior to any allocations under Section 6.03(b5.01(b)(ii), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, shall be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances are equal to (i) the Common OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, will be allocated with respect to any particular LTIP Unit unless and to the extent that the Common OP Unit Economic Balance exceeds the Common OP Unit Economic Balance in existence at the time such LTIP Unit was issued. Any allocations made pursuant to the first sentence of this Section 6.04(a5.01(c)(v) shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.04(a5.01(c)(v). The parties agree that the intent of this Section 6.04(a5.01(c)(v) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Class A Units and Class B OP Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the Class A Units and Class B OP Units outstanding, without regard to the allocations under this Section 6.04(a5.01(c)(v), has increased on a per-unit basis since the issuance of the relevant LTIP Unit. To the extent Net Property Losses are Loss is allocated to LTIP Unitholders pursuant to Section 6.03(b5.01(b)(ii), such Net Property Loss shall be allocated among the LTIP Unitholders in a manner that reverses the allocation of Net Property Gain to the LTIP Unitholders pursuant to this Section 6.04(a5.01(c)(v).”

Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Section 6.04 or Section 6.05Sections 5.01, after giving effect to the Regulatory Allocationsregulatory allocations in Section 5.01(d) and the special allocations in Sections 5.01(c)(i) and 5.01(c)(ii), but prior to any allocations under Section 6.03(b5.01(b)(ii), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, shall be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances are equal to (i) the Common Class A Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, will be allocated with respect to any particular LTIP Unit unless and to the extent that the Common Class A Unit Economic Balance exceeds the Common Class A Unit Economic Balance in existence at the time such LTIP Unit was issued. Any allocations made pursuant to the first sentence of this Section 6.04(a5.01(c)(iii) shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.04(a5.01(c)(iii). The parties agree that the intent of this Section 6.04(a5.01(c)(iii) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Class A Units and Class B Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the Class A Units and Class B Units outstanding, without regard to the allocations under this Section 6.04(a5.01(c)(iii), has increased on a per-unit basis since the issuance of the relevant LTIP Unit. To the extent Net Property Losses are Loss is allocated to LTIP Unitholders pursuant to Section 6.03(b5.01(b)(ii), such Net Property Loss shall be allocated among the LTIP Unitholders in a manner that reverses the allocation of Net Property Gain to the LTIP Unitholders pursuant to this Section 6.04(a5.01(c)(iii).”

Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Section 6.04 or Section 6.05Sections 5.01, after giving effect to the Regulatory Allocationsregulatory allocations in Section 5.01(d) and the special allocations in Sections 5.01(c)(ii) and 5.01(c)(iii), but prior to any allocations under Section 6.03(b5.01(b)(iii), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, shall be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances are equal to (i) the Common OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, will be allocated with respect to any particular LTIP Unit unless and to the extent that the Common OP Unit Economic Balance exceeds the Common OP Unit Economic Balance in existence at the time such LTIP Unit was issued. Any allocations made pursuant to the first sentence of this Section 6.04(a5.01(c)(iv) shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.04(a5.01(c)(iv). The parties agree that the intent of this Section 6.04(a5.01(c)(iv) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Class A Units and Class B OP Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the Class A Units and Class B OP Units outstanding, without regard to the allocations under this Section 6.04(a5.01(c)(iv), has increased on a per-unit basis since the issuance of the relevant LTIP Unit. To the extent Net Property Losses are Loss is allocated to LTIP Unitholders pursuant to Section 6.03(b5.01(b)(iii), such Net Property Loss shall be allocated among the LTIP Unitholders in a manner that reverses the allocation of Net Property Gain to the LTIP Unitholders pursuant to this Section 6.04(a5.01(c)(iv).

Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Section 6.04 or Section 6.05, after giving effect to the Regulatory Allocations, but prior to any allocations under Section 6.03(b), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Company, shall be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances are equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Company, will be allocated with respect to any particular LTIP Unit unless and to the extent that the Common Unit Economic Balance exceeds the Common Unit Economic Balance in existence at the time such LTIP Unit was issued. Any allocations made pursuant to the first sentence of this Section 6.04(a) shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.04(a). The parties agree that the intent of this Section 6.04(a) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Class A Units and Class B Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the Class A Units and Class B Units outstanding, without regard to the allocations under this Section 6.04(a), has increased on a per-unit basis since the issuance of the relevant LTIP Unit. To the extent Net Property Losses are allocated to LTIP Unitholders pursuant to Section 6.03(b), such Net Property Loss shall be allocated among the LTIP Unitholders in a manner that reverses the allocation of Net Property Gain to the LTIP Unitholders pursuant to this Section 6.04(a).

Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Sections 5.01 (other than Section 6.04 or Section 6.055.01(c)(i)), after giving effect to the Regulatory Allocationsregulatory allocations in Section 5.01(d) and the special allocations in Sections 5.01(c)(ii) and 5.01(c)(iii), but prior to any allocations under Section 6.03(b5.01(a), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, shall be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances are equal to (i) the Common Class A Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, will be allocated with respect to any particular LTIP Unit unless and to the extent that the Common Class A Unit Economic Balance exceeds the Common Class A Unit Economic Balance in existence at the time such LTIP Unit was issued (and, for this purpose, LTIP awarded under the 2018 Advisor OPP Agreement shall be treated as having been issued when the Master LTIP Unit was issued). Any allocations made pursuant to the first sentence of this Section 6.04(a5.01(c)(iv) shall be made first to the earliest issued LTIP Units and among the LTIP Unitholders issued on the same date in proportion to the amounts required to be allocated to each under this Section 6.04(a5.01(c)(iv). The parties agree that the intent of this Section 6.04(a5.01(c)(iv) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Class A Units and Class B Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the Class A Units and Class B Units outstanding, without regard to the allocations under this Section 6.04(a5.01(c)(iv), has increased on a per-unit basis since the issuance of the relevant LTIP Unit. To the extent Net Property Losses are Loss is allocated to LTIP Unitholders pursuant to Section 6.03(b5.01(b), such Net Property Loss shall be allocated among the LTIP Unitholders in a manner that reverses the allocation of Net Property Gain to the LTIP Unitholders pursuant to this Section 6.04(a5.01(c)(iv).

Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Section 6.04 or Section 6.05Sections 5.01, after giving effect to the Regulatory Allocationsregulatory allocations in Section 5.01(d) and the special allocations in Sections 5.01(c)(i) and 5.01(c)(ii), but prior to any allocations under Section 6.03(b5.01(b), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, shall be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances are equal to (i) the Common Class A Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, will be allocated with respect to any particular LTIP Unit unless and to the extent that the Common Class A Unit Economic Balance exceeds the Common Class A Unit Economic Balance in existence at the time such LTIP Unit was issued. Any allocations made pursuant to the first sentence of this Section 6.04(a5.01(c)(v) shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.04(a5.01(c)(v). The parties agree that the intent of this Section 6.04(a5.01(c)(v) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Class A Units and Class B Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the Class A Units and Class B Units outstanding, without regard to the allocations under this Section 6.04(a5.01(c)(v), has increased on a per-unit basis since the issuance of the relevant LTIP Unit. To the extent Net Property Losses are Loss is allocated to LTIP Unitholders pursuant to Section 6.03(b5.01(b), such Net Property Loss shall be allocated among the LTIP Unitholders in a manner that reverses the allocation of Net Property Gain to the LTIP Unitholders pursuant to this Section 6.04(a5.01(c)(v).

Special Allocations Regarding LTIP Units. Notwithstanding any other the provisions of this Section 6.04 or Section 6.056.1.A, after giving effect to the Regulatory Allocations, but prior to any allocations under Section 6.03(b), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the Company, Liquidating Gains shall first be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances to the extent attributable to their ownership of LTIP Units are equal to (i) the Common Class A Unit Economic Balance, Balance multiplied by (ii) the number of their LTIP Units; provided . For this purpose, “Liquidating Gains” means net gains that no such Net Property Gain and, to are or would be realized in connection with the extent necessary, individual items actual or hypothetical sale of income and gain comprising Net Property Gain all or substantially all of the assets of the Company, including but not limited to net capital gain realized in connection with an adjustment to the value of Company assets under Section 704(b) of the Code made pursuant to Section 1.D of Exhibit B of the Agreement. The “Economic Capital Account Balances” of the LTIP Unitholders will be allocated with respect equal to any particular LTIP Unit unless and their Capital Account balances to the extent that attributable to their ownership of LTIP Units. Similarly, the Common “Class A Unit Economic Balance exceeds Balance” shall mean (i) the Common Unit Economic Balance Capital Account balance of the Managing Member Entity, plus the amount of the Managing Member’s share of any Partner Minimum Gain or Partnership Minimum Gain, in existence at either case to the time such LTIP Unit was issuedextent attributable to the Managing Member Entity’s ownership of Class A Units and computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under this Section 6.1.E, but prior to the realization of any Liquidating Gains, divided by (ii) the number of the Managing Member Entity’s Class A Units. Any such allocations made pursuant to the first sentence of this Section 6.04(a) shall be made among the LTIP Unitholders whose LTIP Units are designated Class A Units in proportion to the amounts required to be allocated to each under this Section 6.04(a). The parties agree that the intent of this Section 6.04(a) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Class A Units and Class B Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the Class A Units and Class B Units outstanding, without regard to the allocations under this Section 6.04(a), has increased on a per-unit basis since the issuance of the relevant LTIP Unit. To the extent Net Property Losses are allocated to LTIP Unitholders pursuant to Section 6.03(b), such Net Property Loss shall be allocated among the LTIP Unitholders in a manner that reverses the allocation of Net Property Gain to the LTIP Unitholders pursuant to this Section 6.04(a)6.1.

Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Sections 5.01 (other than Section 6.04 or Section 6.055.01(c)(iv)), after giving effect to the Regulatory Allocationsregulatory allocations in Section 5.01(d) and the special allocations in Sections 5.01(c)(i), 5.01(c)(ii), 5.01(c)(iv) and 5.01(c)(v), but prior to any allocations under Section 6.03(b5.01(a), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, shall be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances are equal to (i) the Common OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, will be allocated with respect to any particular LTIP Unit unless and to the extent that the Common OP Unit Economic Balance exceeds the Common OP Unit Economic Balance in existence at the time such LTIP Unit was issued. Any allocations made pursuant to the first sentence of this Section 6.04(a5.01(c)(vi) shall be made among the LTIP Unitholders in proportion first to the amounts required to be allocated to each under this Section 6.04(a)earliest issued LTIP Units. The parties agree that the intent of this Section 6.04(a5.01(c)(vi) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Class A Units and Class B OP Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the Class A Units and Class B OP Units outstanding, without regard to the allocations under this Section 6.04(a5.01(c)(vi), has increased on a per-unit basis since the issuance of the relevant LTIP Unit. To the extent Net Property Losses are allocated to LTIP Unitholders pursuant to Section 6.03(b), such Net Property Loss shall be allocated among the LTIP Unitholders in a manner that reverses the allocation of Net Property Gain to the LTIP Unitholders pursuant to this Section 6.04(a).

Special Allocations Regarding LTIP Units. Notwithstanding any other provisions of this Section 6.04 or Section 6.05Sections 5.01, after giving effect to the Regulatory Allocationsregulatory allocations in Section 5.01(d) and the special allocations in Sections 5.01(c)(ii) and 5.01(c)(iii), but prior to any allocations under Section 6.03(b5.01(b)(iii), Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, shall be allocated to the LTIP Unitholders until their LTIP Economic Capital Account Balances are equal to (i) the Common OP Unit Economic Balance, multiplied by (ii) the number of their LTIP Units; provided that no such Net Property Gain and, to the extent necessary, individual items of income and gain comprising Net Property Gain of the CompanyPartnership, will be allocated with respect to any particular LTIP Unit unless and to the extent that the Common OP Unit Economic Balance exceeds the Common OP Unit Economic Balance in existence at the time such LTIP Unit was issued. Any allocations made pursuant to the first sentence of this Section 6.04(a5.01(c)(iv) shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 6.04(a5.01(c)(iv). The parties agree that the intent of this Section 6.04(a5.01(c)(iv) is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance associated with the Class A Units and Class B OP Units outstanding (on a per-unit basis), but only if and to the extent that the Capital Account balance associated with the Class A Units and Class B OP Units outstanding, without regard to the allocations under this Section 6.04(a5.01(c)(iv), has increased on a per-unit basis since the issuance of the relevant LTIP Unit. To the extent Net Property Losses are Loss is allocated to LTIP Unitholders pursuant to Section 6.03(b5.01(b)(iii), such Net Property Loss shall be allocated among the LTIP Unitholders in a manner that reverses the allocation of Net Property Gain to the LTIP Unitholders pursuant to this Section 6.04(a5.01(c)(iv).. (d)