ALLOCATION OF NET PROFIT AND LOSS. After giving effect to the special allocations set forth in Section 6.2, the Net Profit or Net Loss of the Company for any Taxable Year or other relevant period shall be allocated among the Members in such manner so that the Capital Account balance of each Member shall, to the greatest extent possible, be equal (proportionately) to (a) the amount that would be distributed to such Member if (i) the Company were to sell the assets of the Company for cash equal to their Book Values, (ii) all Company liabilities were satisfied (limited with respect to each Nonrecourse Liability to the Book Value of the assets securing such liability), (iii) the Company were to dissolve pursuant to Article IX and (iv) the Company were to distribute the net proceeds of sale pursuant to Section 9.5(b) minus (b) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding anything in this Agreement to the contrary, the Company shall not treat the Preferred Return as a guaranteed payment or capital shift and shall not allocate any items of gross income to QIC with respect to such amounts.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Falcon's Beyond Global, Inc.), Limited Liability Company Agreement (Falcon's Beyond Global, Inc.)