Accounts and Allocations. 6.1 A capital account shall be established for each Partner on the books of account of the Partnership which shall initially be credited with each Partner’s Capital Contribution. The capital accounts shall also be credited with any additional Capital Contributions made by the Partners and shall be charged with any distributions to the respective Partners from time to time during any Fiscal Year. The capital account of each Partner shall be credited or charged with its respective share of the net profit or net loss of the Partnership in accordance with Section 6.5. 6.2 No Partner shall have the right to withdraw any amount or receive any distribution from the Partnership, except as expressly provided in this Agreement, or except as approved by an Extraordinary Resolution of the Partners. 6.3 No interest shall be paid to any Partner on any amount in its capital account. Partners may loan money to or otherwise become a creditor of the Partnership, which activity will in no way impact upon or be impacted by their status as a Partner, and may charge interest thereon, which interest shall not be considered as a capital distribution from the Partnership. 6.4 The net profit or net loss of the Partnership for each Fiscal Year shall be determined in accordance with generally accepted accounting principles and shall be binding upon the Partners. 6.5 The net profit or net loss for each Fiscal Year of the Partnership shall be credited or charged to the respective capital accounts of the Partners. The holders of Partnership Units shall be entitled to an allocation of the net profit or net loss for each Fiscal Year of the Partnership in proportion to their respective holding of Units on the last day of the Fiscal Year. Any other amounts attributable to the Partnership (including a share of expenses or expenditures) for each Fiscal Year of the Partnership shall be allocated to the Limited Partners in proportion to their respective holding of Units. 6.6 Amounts accrued or required to be allocated pursuant to Section 6.5 shall be allocated to the Partners simultaneously as of the end of the last day of each Fiscal Year of the Partnership to those Partners who are Partners at the end of the last day of the particular Fiscal Year. Until the Partnership has been dissolved, the General Partner shall cause the Partnership to distribute, from time to time, the amount by which the Available Cash exceeds the Reserves at such Fiscal Year End. 6.7 Partners shall look solely to the assets of the Partnership for the return of their respective Capital Contributions or any other capital distributions with respect to their Units. If the assets remaining after payment or discharge, or provision for payment or discharge, of the debts and liabilities of the Partnership are insufficient to return the Capital Contributions or to make any other capital distribution to the Partners, a Partner shall not have any recourse against the assets of any other Partner for that purpose.
Appears in 1 contract
Sources: Limited Partnership Agreement Amending Agreement (Precision Diversified Oilfield Services Corp.)
Accounts and Allocations. 6.1 A capital account shall be established for each Partner on the books of account of the Partnership which shall initially be credited with each Partner’s Capital Contribution. The capital accounts shall also be credited with any additional Capital Contributions made by the Partners and shall be charged with any distributions to the respective Partners from time to time during any Fiscal Year. The capital account of each Partner shall be credited or charged with its respective share of the net profit or net loss of the Partnership in accordance with Section 6.5.
6.2 No Partner shall have the right to withdraw any amount or receive any distribution or loan from the Partnership, Partnership except as expressly provided in this Agreement, Agreement or except as approved by an Extraordinary Resolution of the PartnersResolution.
6.3 No interest shall be paid to any Partner on any amount in its capital account. Partners may contract with, borrow money from, loan money to or otherwise become a creditor of the Partnership, which activity will in no way impact upon or be impacted by their status as a Partner, and Partners may charge interest thereonon any loan made to the Partnership, which interest shall not be considered as a capital distribution from the Partnership.
6.4 The net profit or net loss of the Partnership for each Fiscal Year shall be determined in accordance with generally accepted accounting principles and shall be binding upon the Partners.
6.5 The Subject to Section 6.10, the net profit or net loss for each Fiscal Year of the Partnership shall be credited or charged to the respective capital accounts of the Partners. The On the last day of each Fiscal Year of the Partnership, (i) the holder of the General Partner Interest shall be entitled to an allocation of its Partnership Income Interest of the net profit or net loss of the Partnership for such Fiscal Year and (ii) the holders of Partnership Class A Units shall be entitled to an allocation of their Partnership Income Interest of the net profit or net loss for each Fiscal Year of the Partnership in proportion to their respective holding of Units for such Fiscal Year based on the last day of the Fiscal YearSharing Ratio. Any other amounts or balances attributable to the Partnership (including a share of expenses or expenditures) otherwise allocable to the Partners for each Fiscal Year of the Partnership shall be allocated (i) to the holder of the General Partner Interest, as to its Partnership Income Interest of such amounts, and (ii) to the Limited Partners in proportion Partners, as to their respective holding Partnership Income Interest of Unitssuch amounts, based on the Sharing Ratio.
6.6 Amounts accrued or required to be allocated pursuant to Section 6.5 shall be allocated to the Partners simultaneously as of the end of the last day of each Fiscal Year of the Partnership to those Partners who are Partners at the end of the last day of the particular Fiscal Year. Until the Partnership has been dissolved, the General Partner shall cause the Partnership to distribute, from time to time, the amount by which the Available Cash exceeds the Reserves at such Fiscal Year End.
6.7 Partners shall look solely to the assets of the Partnership for the return of their respective Capital Contributions or any other capital distributions with respect to their Units. If the assets remaining after payment or discharge, or provision for payment or discharge, of the debts and liabilities of the Partnership are insufficient to return the Capital Contributions or to make any other capital distribution to the Partners, a Partner shall not have any recourse against the assets of any other Partner for that purpose.
Appears in 1 contract
Sources: Limited Partnership Agreement (Precision Diversified Oilfield Services Corp.)