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.
Allocations of Net Profits and Net Losses. (a) The Net Profits of the Company for each Fiscal Year, as determined by the Managing Member in accordance with the provisions hereof, shall be allocated between the Members participating in the Company as follows:
(i) first, to the extent that the aggregate Net Losses previously allocated to the Members pursuant to Sections 5.1(b) and 5.1(c) exceed the aggregate Net Profits previously allocated to such Members pursuant to this Section 5.1(a), the amount of such excess shall be allocated to such Members in the reverse order of priority in which such Net Losses were previously allocated (to the extent not theretofore charged back hereunder); and
(ii) thereafter, any remaining Net Profits shall be allocated between the Members pro rata in accordance with their Percentage Interests in the Company.
(b) The Net Losses of the Company for each Fiscal Year, as determined by the Managing Member in accordance with the provisions hereof, shall be allocated between the Members participating in the Company pro rata in accordance with their Percentage Interests in the Company.
(c) Net Losses allocated pursuant to Section 5.1(b) shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Member to have an, or to increase an existing, Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 5.1(b) hereof, the limitation set forth in this paragraph shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Regulations. All Losses in excess of the limitation set forth in this paragraph shall be allocated to and between the Members, pro rata, in accordance with their respective Percentage Interests.
(d) The Managing Member shall apply the allocation provisions of this Section 5.1 in a manner consistent with Treasury Regulation Section 1.704-1 and, where necessary, shall have the right to modify the allocation provisions in its reasonable discretion to comply with such Treasury Regulation.
Allocations of Net Profits and Net Losses. (a) After giving effect to the allocations under Sections 4.2 and 7.1(b)(v), Net Profits and Net Losses and all related items of income, gain, loss, deduction and credit for each Fiscal Period shall be allocated among the Members in such manner as shall cause the Capital Accounts of each Member to equal, as nearly as possible, (i) the amount such Member would receive if all assets on hand at the end of such year were sold for cash at the Carrying Values of such assets, all liabilities were satisfied in cash in accordance with their terms (limited in the case of Member Nonrecourse Debt and Company Nonrecourse Liabilities to the Carrying Value of the assets securing such liabilities), and any remaining or resulting cash was distributed to the Members under Section 4.4(a), minus (ii) an amount equal to such Member’s allocable share of Minimum Gain as computed immediately prior to the deemed sale described in clause (i) above in accordance with the applicable Treasury Regulations, and minus (iii) the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the deemed sale described in clause (i) above.
(b) The Board shall make the foregoing allocations as of the last day of each Fiscal Period; provided, however, that if during any Fiscal Period of the Company there is a change in any Member’s Company Interest, the Board shall make the foregoing allocations as of the date of each such change in a manner which takes into account the varying interests of the Members and in a manner the Board reasonably deems appropriate.
Allocations of Net Profits and Net Losses. Subject to Section 6.04, Net Profits or Net Losses for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests.
Allocations of Net Profits and Net Losses. Except as otherwise provided in this Agreement, after giving effect to the special allocations in Section 6.04, Net Profits, Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction, of the Company, without duplication, for any Fiscal Year or other period shall be allocated to the Members as follows:
(i) first, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu to the extent of and in proportion to the distribution of Net Cash Flow to such Members with respect to their Class A Units, Class B Units, Class C Units and/or LTIP Units in accordance with Section 5.01(a)(i);
(ii) second, to the LTIP Unitholders pro rata to the extent of the distribution of Net Cash Flow to the LTIP Unitholder with respect to its LTIP Units pursuant to Section 5.01(a)(ii); and
(iii) thereafter, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with each such Member’s respective Percentage Interest; provided, however, that for the avoidance of doubt, Net Losses, and to the extent necessary, individual items of loss or deductions shall be allocated (A) first, to the Partners holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata and pari passu in accordance with each such Member’s respective Percentage Interest with respect to such Class A Units, Class B Units, Class C Units and/or LTIP Units until such Members have received cumulative allocations of Net Losses equal to the cumulative amount of Net Income allocated to them pursuant to this Section 6.03(a)(iii), (B) second, to the LTIP Unitholders to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Member pursuant to Section 6.03(a)(ii), and (C) thereafter, to the Members holding Class A Units, Class B Units, Class C Units and/or LTIP Units pro rata, to the extent of and in a manner that has the effect of reversing the allocations of Net Income to such Member pursuant to Section 6.03(a)(i) until each such Member’s Capital Account with respect to their Class A Units, Class B Units, Class C Units and/or LTIP Units has been reduced to zero, but not below zero (provided further, however, that if the Capital Account of one or more such Members, but not all such Members, has been reduced to zero, any remaining Net Losses, and to the extent necessary, individual item of loss or deduction shall be alloc...
Allocations of Net Profits and Net Losses. After giving effect to the special allocations and limitations set forth in Sections 3.02 and 3.03, Net Profits and Net Losses (and/or each and any of the items of income, gain, losses and deductions entering into the computation thereof) for any fiscal year or other relevant period shall be allocated to and among the Members in such manner that the Manager shall determine will result in the Capital Account balance for each Member (which balance may be positive or negative), after adjusting the Capital Account for all Capital Contributions and distributions and any special allocations required pursuant to this Agreement for the current and all prior fiscal years and other periods being (as nearly as possible) equal to the amount that would be distributed to the Member if the Company were to sell all of its assets at their current Gross Asset Value, pay all liabilities of the Company, and distribute the proceeds thereof in accordance with Section 4.03. Net Losses allocated pursuant to this Section 3.01 to a Member shall not exceed the maximum amount of Net Losses that can be allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of any fiscal year or other relevant period. In the event that some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Net Losses pursuant to this Section 3.01, the limitations set forth herein shall be applied on a Member-by-Member basis and Net Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Members’ Capital Accounts so as to allocate the maximum permissible Net Losses to each Member under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).
Allocations of Net Profits and Net Losses. The profits, losses, and other items of the Company will be allocated to the Member. There will be no “special allocations.”
Allocations of Net Profits and Net Losses. Net Profits and Net Losses shall be allocated solely to the Managing Member as the holder of 100% of the Percentage Interest.
Allocations of Net Profits and Net Losses. After giving effect to the allocations under Section 4.2, the Members shall share Company Net Profits and Net Losses and all related items of income, gain, loss, deduction and credit for federal income tax purposes as follows:
(a) Net Profits and Net Losses for each fiscal year shall be allocated among the Members in such manner as shall cause the Capital Accounts of each Member to equal, as nearly as possible, (i) the amount such Member would receive if all assets on hand at the end of such year were sold for cash at the Carrying Values of such assets, all liabilities were satisfied in cash in accordance with their terms (limited in the case of Member Nonrecourse Debt and Company Nonrecourse Liabilities to the Carrying Value of the assets securing such liabilities), and any remaining or resulting cash was distributed to the Members under Section 4.3(b), minus (ii) an amount equal to such Member’s allocable share of Minimum Gain as computed immediately prior to the deemed sale in clause (i) above in accordance with the applicable Treasury Regulations.
(b) The Board shall make the foregoing allocations as of the last day of each fiscal year; provided, however, that if during any fiscal year of the Company there is a change in any Member’s Company Interest, the Board shall make the foregoing allocations as of the date of each such change in a manner which takes into account the varying interests of the Members and in a manner the Board reasonably deems appropriate.
Allocations of Net Profits and Net Losses. Subject to the special allocations set forth in Sections 6.06 and 6.09 below, Net Profits and Net Losses for each Fiscal Year shall be allocated among the Members pro rata in accordance with their respective Ownership Interests.
