Limitation on Losses. Notwithstanding anything else contained in this Agreement, Losses allocated to any Member pursuant to Section 9.1 of this Agreement shall not exceed the maximum amount of Losses that may be allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of the Fiscal Year for which the allocation is made.
Limitation on Losses. Not to incur on a consolidated basis a net loss before taxes and extraordinary items in any two consecutive quarterly accounting periods.
Limitation on Losses. Any deduction otherwise allocable to a Common Unitholder that would create or add to a deficit in his loss or Adjusted Capital Account shall instead be allocated to the General Partner. Thereafter, any income that would otherwise be allocable to such Common Unitholder shall be allocated to the General Partner, until the aggregate amount so allocated under this sentence equals the aggregate amount of losses and deductions previously allocated to the General Partner under the preceding sentence.
Limitation on Losses. Notwithstanding the general allocation of Taxable Income and Tax Losses described in Section 10.1, no Member shall be allocated Tax Losses in excess of the aggregate of such Member's positive Capital Account balance, Company Minimum Gain (within the meaning of Treas. Reg. 1.704-2(b)(2)), and Member Nonrecourse Minimum Gain (within the meaning of Treas. Reg. 1.704-2(i)(3)), until such time as no Member has a positive Capital Account balance, whereupon subsequent allocations of Tax Losses shall again be allocated among the Members in accordance with their Participating Percentages. Furthermore, no Member shall be allocated Tax Losses where it is reasonably anticipated that such Member's Capital Account shall be negative at the end of the fiscal year in which the Tax Losses arise or at the end of the subsequent fiscal year, as a result of distributions of Net Cash Flow during such periods, until such time as no Member would have a positive Capital Account balance after such reasonably anticipated distributions of Net Cash Flow, whereupon subsequent allocations of Tax Losses shall again be allocated among the Members in accordance with their Participating Percentages. Tax Losses not allocated to a Member under this Section 10.2 shall be reallocated among those Members with positive Capital Account balances in accordance with their Participating Percentages.
Limitation on Losses. The Losses allocated pursuant to Section 6.1 hereof shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have a Deficit Capital Account at the end of any Fiscal Year. In the event some but not all of the Members would have Deficit Capital Accounts as a consequence of an allocation of Losses pursuant to Section 6.1 hereof, the limitation set forth in this Section 6.2 shall be applied on a Member by Member basis so as to allocate the maximum permissible Losses to each Member under Treasury Regulation §1.704-1(b)(2)(ii)(d).
Limitation on Losses. Notwithstanding Section 3.1(a), to the extent Losses allocated to a Partner under Section 3.1(a) would cause such Partner (hereinafter, a “Restricted Partner”) to have an Adjusted Capital Account Deficit as of the end of the Fiscal Period to which such Losses relate, such Losses shall not be allocated to such Restricted Partner and instead shall be allocated to the other Partner(s) (referred to herein as the “Permitted Partners”) in proportion to, and to the maximum extent that, the amounts in which such Losses may be allocated to the Permitted Partners without causing any of the Permitted Partners to have an Adjusted Capital Account Deficit.
Limitation on Losses. If any allocation of Loss (or any items thereof) would result in a Member’s Capital Account having a deficit balance that (in absolute value) exceeds the maximum deficit balance that would be permitted under the 704(b) Regulations, such Loss (or items thereof) will be reallocated to any other Members that have Capital Accounts that would not have such excess deficit balances.
Limitation on Losses. Except as provided in Section 5.31 or except in the case of a Liability arising from a cash payment obligation due to a party in respect of which the party seeking set-off has received a final judgment in an Action or Proceeding in accordance with Section 10.6, no party shall be entitled to set-off any Liabilities or Losses under this Agreement against any amounts due to such party under any other agreement with the other parties or any Affiliate thereof. In no event shall any party be responsible or liable for any Losses that are consequential, in the nature of lost profits, diminution in the value of property, special or punitive or otherwise not actual damages.
Limitation on Losses. With respect to indemnification claims under this Section 11:
(1) No party to this Agreement shall have an obligation for indemnification under this Section 11 unless the aggregate Losses (other than Losses to which neither the Cap nor the Basket apply, as described in sub paragraph 5 of this Section 11.5) suffered by the Seller Indemnitees or Buyer Indemnitees, as the case may be, under Sections 11.1 or 11.2, respectively, exceed $2,000,000 (the “Basket”). Losses to which the Basket applies, as described in the preceding sentence, are hereinafter referred to as the “Basket Losses.” At such time as their Basket Losses exceed $2,000,000 in the aggregate, the Seller Indemnitees or Buyer Indemnitees, as applicable, shall be entitled to be indemnified against the full amount of all such Basket Losses that have been incurred or suffered by such indemnitees for which they are entitled to be indemnified under this Agreement (and not merely the portion of such Basket Losses exceeding $2,000,000).
(2) The maximum aggregate amount of Losses for which Seller and the Principals on the one hand, and Buyer on the other hand, shall be liable under this Section 11 shall be $50,000,000 (the “Cap”).
(3) The amount of any Losses incurred or suffered by any Seller Indemnitees or Buyer Indemnitees (i) shall be increased by any Tax incurred or reasonably expected to be incurred as a result of or related to any such Losses, including any Tax related to the inclusion in gross income of insurance proceeds or a payment, and (ii) shall be reduced by any Tax benefit realized or reasonably expected to be realized as a result of or related to any such Losses.
(4) The amount of any Loss incurred or suffered by any Seller Indemnitees or Buyer Indemnitees shall be reduced by any insurance proceeds or other third party recoveries received by such Indemnitees in connection with the breach, failure or other event which gave rise to such Loss (net of any costs incurred by such Indemnitees in connection with the collection of such insurance proceeds or other third party recoveries).
(5) Notwithstanding the foregoing, neither the Cap nor the Basket shall apply to any Losses arising out of, or related to, (i) any breach of any representation or warranty contained in Sections 4.1 (Due Organization and Qualification), 4.3 (Authority to Execute), 4.11 (Judgments and Proceedings), 4.13 (Contracts), 4.17 (Intangibles), 4.18 (Title), 4.24 (No Broker), 5.1 (Organization), 5.2 (Authorization) or 5.5 (No...
Limitation on Losses. Notwithstanding Section 6.1, loss allocations to a Member shall be made only to the extent that such loss allocations will not create a deficit Capital Account balance for that Member in excess of an amount, if any, equal to such Member’s share of Company Minimum Gain that would be realized on a foreclosure of the Company’s property. Any loss not allocated to a Member because of the foregoing provision shall be allocated to the other Members (to the extent the other Members are not limited in respect of the allocation of losses under this Section 6.2(f)).
