Common use of ALLOCATION OF NET PROFIT AND LOSS Clause in Contracts

ALLOCATION OF NET PROFIT AND LOSS. (a) Net Profit or Net Loss and items thereof for each Fiscal Period shall be allocated among the Partners (and credited or debited to their Capital Accounts) in such manner that were the Partnership to liquidate completely immediately after the end of such Fiscal Period and in connection with such liquidation sell all of its assets and settle all of its liabilities at their then Book Values (i.e., without any Net Profit or Net Loss resulting therefrom): (i) the distribution by the Partnership of any remaining cash to the Partners in accordance with their respective positive Capital Account balances (after crediting or debiting Capital Accounts for Net Profit or Net Loss for such Fiscal Period) would correspond as closely as possible to the distributions that would result if the liquidating distributions had instead been made in accordance with the provisions of Section 7.4.1 and (ii) any resulting deficit Capital Account balances (after crediting or debiting Capital Accounts for Net Profit or Net Loss for such Fiscal Period) would correspond as closely as possible to the manner in which economic responsibility for Partnership deficit balances (as determined in accordance with the principles of Treasury Regulations under Section 704 of the Code) would be borne by the Partners under the terms of this Agreement and any collateral agreements.. If the Partnership has an Aggregate Unrealized Net Loss as of the end of any Fiscal Period, the General Partner in its discretion, may apply the preceding sentence by assuming a liquidating sale of the Partnership's assets at a Net Loss equal to such Aggregate Unrealized Net Loss (rather than at no Net Profit or Net Loss). For purposes of maintaining the Capital Accounts, items of income, gain, loss, deduction, expense and credit shall be allocated to the Partners in the same manner as are Net Profits and Net Losses, except where otherwise necessary to more closely achieve the result contemplated by the first sentence of this Section 7.2(a). (b) Notwithstanding any other provision of this Agreement, the General Partner shall at all times, except as otherwise determined in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, be allocated an aggregate of at least 1% of the Net Profits and Net Losses as well as 1% of each item of income, gain, loss, deduction, expense and credit of the Partnership. (c) For tax purposes, all items of income, gain, loss, deduction, expense and credit, other than tax items corresponding to items allocated pursuant to Section 7.3, shall be allocated to the Partners in the same manner as are Net Profits and Net Losses; provided, however, that in accordance with Section 704(c) of the Code, the Treasury Regulations promulgated thereunder and Treas. Reg. Section 1. 704-1(b)(4)(i), items of income, gain, loss, deduction, expense and credit with respect to any property whose Book Value differs from its adjusted basis for tax purposes shall, solely for tax purposes, be allocated between the Partners so as to take account of both the amount and character of such variation. (d) Notwithstanding any other provision of this Agreement, in no event shall Net Losses be allocated to a Limited Partner if such allocation would result in such Limited Partner having a Qualified Income Offset Amount. For purposes of applying this Section 7.2, a Partner's Capital Account shall be increased by such Partner's share of "minimum gain" and "partner minimum gain" (within the meaning of Treasury Regulations under Section 704(b) of the Code).

ALLOCATION OF NET PROFIT AND LOSS. (a) If any Partner has a negative Capital Account balance at the end of any Fiscal Period, Net Profit for such Fiscal Period shall first be allocated among those Partners (and credited to their capital accounts) with negative capital account balances in proportion to their respective negative capital account balances until such negative balances are reduced to zero. Net Profit (in excess of Net Profit allocated under the preceding sentence) or Net Loss and items thereof for each Fiscal Period shall be allocated among the Partners (and credited or debited to their Capital Accounts) in such manner that were the Partnership to liquidate completely immediately after at the end of such Fiscal Period and in connection with such liquidation (i) sell all of its assets and settle all of its liabilities at their then Book Values (i.e., without any Net Profit or Net Loss resulting therefrom): ), and (iii) the distribution by the Partnership of any distribute its remaining cash to the Partners in accordance with their respective positive Capital Account balances (after crediting or debiting Capital Accounts for Net Profit or Net Loss for such Fiscal Period) (the "Hypothetical Capital Account Distribution"), the resulting distribution would correspond as closely as possible to the distributions that would result if the liquidating distributions had instead been made in accordance with the provisions of Section Sections 7.4.1 and 7.4.2 (ii) any resulting deficit Capital Account balances (after crediting or debiting Capital Accounts for Net Profit or Net Loss for such Fiscal Period) would correspond as closely as possible to the manner in which economic responsibility for Partnership deficit balances (as determined in accordance with the principles of Treasury Regulations under "Hypothetical Section 704 of the Code) would be borne by the Partners under the terms of this Agreement and any collateral agreements.. If the Partnership has an Aggregate Unrealized Net Loss as of the end of any Fiscal Period, the General Partner in its discretion, may apply the preceding sentence by assuming a liquidating sale of the Partnership's assets at a Net Loss equal to such Aggregate Unrealized Net Loss (rather than at no Net Profit or Net Loss7.4 Distribution"). For purposes of maintaining the Capital Accounts, items of income, gain, loss, deduction, expense and credit shall be allocated to the Partners in the same manner as are Net Profits and Net Losses, except where otherwise necessary to more closely achieve conform the result contemplated by the first sentence of this Section 7.2(a). (b) Notwithstanding any other provision of this Agreement, the General Partner shall at all times, except as otherwise determined in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, be allocated an aggregate of at least 1% of the Net Profits and Net Losses as well as 1% of each item of income, gain, loss, deduction, expense and credit of the Partnership. (c) For tax purposes, all items of income, gain, loss, deduction, expense and credit, other than tax items corresponding to items allocated pursuant to Section 7.3, shall be allocated to the Partners in the same manner as are Net Profits and Net Losses; provided, however, that in accordance with Section 704(c) of the Code, the Treasury Regulations promulgated thereunder and Treas. Reg. Section 1. 704-1(b)(4)(i), items of income, gain, loss, deduction, expense and credit with respect to any property whose Book Value differs from its adjusted basis for tax purposes shall, solely for tax purposes, be allocated between the Partners so as to take account of both the amount and character of such variation. (d) Notwithstanding any other provision of this Agreement, in no event shall Net Losses be allocated to a Limited Partner if such allocation would result in such Limited Partner having a Qualified Income Offset Amount. For purposes of applying this Section 7.2, a Partner's Hypothetical Capital Account shall be increased by such Partner's share of "minimum gain" and "partner minimum gain" (within Distribution with the meaning of Treasury Regulations under Hypothetical Section 704(b) of the Code).7.4