Special Loss Allocation. If the Company incurs Losses at any time when the Members’ Adjusted Capital Account Balances have been reduced to or below zero, such Losses shall be allocated to the Members in proportion to their Percentage Interests.
Special Loss Allocation. 24 SECTION 3.04.
Special Loss Allocation. The Net Losses allocated pursuant to Section 4.1(a) hereof shall not exceed the maximum amount of Net Losses, losses or deduction that can be so allocated without causing any Member to have a negative Adjusted Capital Account Balance at the end of any Fiscal Year. If some, but not all, of the Members would have negative Adjusted Capital Account Balance as a consequence of such allocations, the limitation set forth in the preceding sentence shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses and items of loss and deduction to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. All Net Losses in excess of the limitation set forth in this Section 4.2(f) shall be allocated to the Members in proportion to their respective positive Adjusted Capital Account Balances, if any, and thereafter to the Members in accordance with their interests as determined by the Tax Member in its reasonable discretion. If any Member would have a negative Adjusted Capital Account Balance at the end of any Fiscal Year, the Capital Account of such Member shall be specially credited with items of Company income (including gross income) and gain from Business conducted by the Company in the amount of such excess as quickly as possible.
Special Loss Allocation. After giving effect to the special allocations set forth in Sections 3.04 and 3.05 and the allocations of Profits or Losses set forth in Sections 3.01 or 3.02, as the case maybe, in the event that in any Allocation Year the aggregate items of loss realized or deemed to be realized by the Partnership from the sale, disposition or adjustment to the Gross Asset Values of Permitted Assets is greater than the aggregate items of gain realized or deemed to be realized by the Partnership from the sale, disposition or adjustment to the Gross Asset Values of Permitted Assets, items of loss equal to such excess shall be specially allocated as follows:
(a) First, to the Partners in proportion to and to the extent of the remainder, if any, of (i) the cumulative Profits allocated to each Partner pursuant to Section 3.01(f) for the current 30 and all prior Allocation Years, minus (ii) the sum of (A) the cumulative Losses allocated to such Partner pursuant to Section 3.02(a) for the current and all prior Allocation Years, and (B) the cumulative items of loss allocated to such Partner pursuant to this Section 3.03(a) for all prior Allocation Years;
(b) Second, to the General Partner and the Class B Limited Partners in proportion to and to the extent of the remainder, if any, of (i) the cumulative Profits allocated to each such Partner pursuant to Section 3.01(e) for the current and all prior Allocation Years, minus (ii) the sum of (A) the cumulative Losses allocated to such Partner pursuant to Section 3.02(b) for the current and all prior Allocation Years, and (B) the cumulative items of loss allocated to such Partner pursuant to this Section 3.03(b) for all prior Allocation Years;
(c) Third, 99% to the General Partner and the Class B Limited Partners in proportion to their Percentage Interests and 1% to the Class A Limited Partners in proportion to their Percentage Interests until the Capital Account of the General Partner and each Class B Limited Partner is equal to zero;
(d) Fourth, 100% to the Class A Limited Partners in proportion to their Percentage Interests until each Class A Limited Partner's Capital Account is equal to zero; and
(e) Fifth, the balance, if any, 100% to the General Partner.
Special Loss Allocation. 16 7.7. Rights and Remedies of Contributors......................... 17 ARTICLE VIII
Special Loss Allocation. Pursuant to the terms of the Second Amendment, the Class E Units shall be allocated losses in the aggregate amount of $50,000 per year for a period of twenty (20) years. Xxxx shall make available for the Herricks sufficient additional debt of Xxxx to permit the Herricks to have an adjusted tax basis in the Xxxxxxx Units in an amount that would permit them to utilize such losses, which debt shall be subject to the terms and conditions set forth in Section 7.3 above.
Special Loss Allocation. Notwithstanding anything to the contrary above, net Losses otherwise allocable to a Limited Partner pursuant to Section 3.4(a) above, which, if so allocated, would cause such Partner’s Adjusted Capital Account balance to be negative in excess of the amount such Partner is required to restore (or deemed required to restore pursuant to Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5)), shall, to the extent required to prevent such result, be allocated to the General Partner.
Special Loss Allocation. The Net Losses allocated pursuant to Section 4.1 shall not exceed the maximum amount of Net Losses, losses or deductions that can be so allocated HN\1294694.16 TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). without causing any Member to have a negative Adjusted Capital Account Balance at the end of any Fiscal Year. If some, but not all, of the Members would have a negative Adjusted Capital Account Balance as a consequence of such allocations, the limitation set forth in the preceding sentence shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses and items of loss and deduction to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. All Net Losses in excess of the limitation set forth in this Section 4.2(g) shall be allocated to the Members in proportion to their respective positive Adjusted Capital Account Balances, if any, and thereafter to the Members in accordance with their interests as determined by the Tax Matters Member in its reasonable discretion. If any Member would have a negative Adjusted Capital Account Balance at the end of any Fiscal Year, the Capital Account of such Member shall be specially credited with items of Company income (including gross income) and gain from Business conducted by the Company in the amount of such excess as quickly as possible.
Special Loss Allocation. SECTION III.3. Special Loss Allocation.SECTION III.3.
Special Loss Allocation. In each Allocation Year ending on or before December 31, 2003 there shall be specially allocated to the Series A Limited Partner items of gross deduction equal to the Special Series B Distribution Amount for such Allocation Year. The General Partner shall select items for this special allocation only from among those items of deduction for which the tax deduction shall be equal to the "book" deduction (using "book" in the sense in which such term is used in Treasury Regulations Section 1.704-1(b)(2)(iv)).
