Common use of Allocation of Net Profit and Net Loss Clause in Contracts

Allocation of Net Profit and Net Loss. Except as otherwise provided in this Agreement (including pursuant to the last two sentences of Section 6.1(b)), Net Profit or Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) shall be allocated among the Members pro rata in accordance with their relative Company Percentage Interests; provided, however, that in the case of Net Profit or Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) resulting from a Liquidation or Partial Liquidation, such Net Profit or Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) shall be allocated among the Members in a manner such that, after giving effect to the special allocations set forth in Section 6.2(b), the Capital Account (or sub-accounts as applicable) of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Members pursuant to Section 12.2 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 12.2 (Amounts and Priority of Distributions) to the Members immediately after making such allocation, minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets.