Adjustments to Net Profit or Loss Clause Samples

Adjustments to Net Profit or Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property’s book value determined in accordance with Treasury Regulation Section 1.704 -l(b). Consequently, each property’s book value shall be equal to its adjusted basis for federal income tax purposes, except as follows: (i) the initial book value of any property contributed by a Member to the Company shall be the gross Fair Market Value of such property at the time of contribution; (ii) unless the Managing Member determines otherwise, the book value of all Company properties shall be adjusted to equal their respective gross Fair Market Values, as determined as of the following times: (1) in connection with the acquisition of an interest in the Company by a new or existing Member for more than a de minimis capital contribution, (2) in connection with the liquidation of the Company as defined in Treasury Regulation Section 1.704 -(l)(b)(2)(ii)(g), or (3) in connection with a more than de minimis distribution to a retiring or a continuing Member as consideration for all or a portion of his or its interest in the Company. In the event of a revaluation of any Company assets hereunder, (x) the resulting amount of the adjustment shall be treated as additional Net Profits or Net Loss recognized immediately prior to the event giving rise to such adjustment and allocated among the Members in accordance with the terms of this Agreement; and (y) the Capital Accounts of the Members shall correspondingly be adjusted, including continuing adjustments for depreciation, to the extent provided in Treasury Regulation Section 1.704 -(l)(b)(2)(iv)(f); and (iii) if the book value of an item of Company property has been determined pursuant to this Section 8.5(b), such book value shall thereafter be used, and shall thereafter be adjusted by depreciation or amortization, if any, taken into account with respect to such property, for purposes of computing taxable income or loss. In connection with the acquisition by Canadian Parent and U.S. Holdings of interests in the Company in exchange for contributions to the Company as of the effective date of the Prior Agreement, the Company revalued its assets and adjusted the Capital Accounts of its Members pursuant to Treasury Regulation Section 1.704 -1(b)(2)(iv)(f). In addition, after the Effec...
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Adjustments to Net Profit or Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property's book value determined in accordance with Regulation Section 1.704-1(b).
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Related to Adjustments to Net Profit or Loss

  • Allocation of Profit or Loss All Profit or Loss shall be allocated to the Member.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner: (a) Subject to the provisions of subsections (c) and (d) and (f) of this Section 9, Net Profit of the Partnership for the Fiscal Year shall be credited as follows: (i) Twenty percent (20%) of the Net Profit shall be reallocated to the General Partner for each Fiscal Year as a "Incentive Allocation". (ii) The remaining Net Profit shall be allocated to the Partners in proportion to their Capital Accounts. (b) Net Loss of the Partnership for the Fiscal Year shall be debited against the Capital Account of each Partner in proportion to and in accordance with the balance in the Capital Account of the Partner until the value of any Partners' Capital account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to Partners having positive balances in their Capital accounts in proportion to those balances, until the value of each Partner's Capital Account becomes zero. Thereafter, any remaining Net Loss for the Fiscal Year shall be debited to the General Partner in accordance with each General Partner's General Partner Percentage for the Fiscal Period. (c) In the event that the Capital Account of one or more General Partner has a negative balance, one hundred percent (100%) of the Net Profit of the Partnership for the Fiscal Period shall be credited to those General Partners whose Capital Accounts have negative balances in accordance with their respective General Partner Percentages until no General Partner shall have a negative Capital Account balance. (d) Anything in this Section 9 to the contrary notwithstanding, if any Net Losses are allocated to the account of any Limited Partner, each such Limited Partner shall be entitled to a "Recoupment Allocation" of subsequent Net Profits of the Partnership, in an amount in proportion to his Partnership Percentage, until such Net Loss shall have been eliminated. The amount of Net Profits allocated as a Recoupment Allocation shall not exceed, but shall reduce, the amount of Net Profits otherwise allocable to the General Partners as the Incentive Allocation pursuant to Section 9(a) (ii) hereof. If a Limited Partner who is entitled to a Recoupment Allocation shall withdraw any portion of his Capital Account, the amount of Recoupment Allocation to which he is entitled shall be reduced in proportion to the amount of capital withdrawn. (e) The amount of any withdrawal made by the Partner pursuant to Section 21 or Section 22 of this Agreement shall be debited against the Capital Account of that Partner. (f) Allocations of Net Profit or Net Loss for a Fiscal Period, if necessary, shall be made in accordance with each Partner's Partnership percentage, adjusted as provided in paragraph (a) of this Section 9 at the end of the Fiscal Year, provided that the "Incentive Allocation" may not exceed twenty percent (20%) of the Net Profit for the Fiscal Year.

  • Allocation of Profit and Loss Section 5.01 of the Partnership Agreement is hereby deleted in its entirety and the following new Section 5.01 is inserted in its place:

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Net Loss A Net Loss for a particular fund or, in the case of a multi-class fund, a class results when aggregate Losses exceed aggregate Benefits (i.e., net redemptions on a day the fund’s or class’s NAV is overstated or net subscriptions on a day the fund’s or class’s NAV is understated) during the Error Period.