Allocation of Profits and Losses Sample Clauses

Allocation of Profits and Losses. The Company's profits and losses shall be allocated entirely to the Member, and the Member's distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in accordance with this Section 8 to the fullest extent permitted by Sections 704(b) and (c) of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder.

Allocation of Profits and Losses. Profits and losses shall be determined and allocated to the Partners as follows:

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

Allocation of Profits and Losses. (a) Except as otherwise provided herein, Profits and Losses, other than from a Capital Transaction, shall be allocated to the Members in accordance with Percentage Interests. In the event that a Member’s Percentage Interest changes during the year, the Board of Managers shall adjust allocations of income, gain, loss, deduction and credit to take account of the varying interests of the Members in any manner consistent with Code Section 706 and the Treasury Regulations thereunder. (b) Except as otherwise provided herein, Profits and Losses from a Capital Transaction (or in the event of a liquidation of the Company, items thereof) shall be allocated among the Members in a manner so as to cause their Adjusted Capital Accounts to equal as nearly as possible the amount that would be distributed to thee Members on liquidation of the Company if all of the Company's assets were sold for their Carrying Value, liabilities satisfied and the remaining proceeds distributed in accordance with Section 11.2(d). (c) Notwithstanding any provision of this Section 5.1, no item of deduction or loss shall be allocated to a Member to the extent the allocation would cause a negative balance in such Member’s Adjusted Capital Account. In the event some but not all of the Members would have such Adjusted Capital Account deficits as a consequence of such allocation of loss or deduction, the limitation set forth in this Section 5.1(c) shall be applied on a Member-by-Member basis so as to allocate the maximum permissible deduction or loss to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. In the event any loss or deduction shall be specially allocated to a Member pursuant to the preceding sentence, an equal amount of income of the Company shall be specially allocated to such Member prior to any allocation pursuant to Section 5.1(a) or Section 5.1(b). (d) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate as quickly as possible any deficit balance in its Adjusted Capital Account; provided, however, that any allocation of income or gain under this sentence shall be required only if and to the extent that such Member would have a deficit balance in such Member’s Adjusted Capital Account after all other allocations prov...

Allocation of Profits and Losses. Except as otherwise provided in Section 7.3, the profits and losses of the Company for any Financial Year (or portion thereof) shall be allocated as follows: (a) all gains and losses resulting from any disposition (including, without limitation, any redemption or prepayment) of assets by the Company shall be allocated 100% to the Common Securityholders; (b) except as otherwise provided in a Certificate of Designations, net profit of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof), as determined on a when-paid basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreement.

Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member; provided, however, that no allocation of any loss to the Member shall create any obligation on the Member to make any capital contribution to the Company to offset such loss (or otherwise), the Member having no obligation to make any such capital contribution, as provided in Section 1.8 above.

Allocation of Profits and Losses. All items of income, gain, loss, deductions and credit for tax purposes shall be allocated to each Member pro rata in accordance with such Member’s percentage interest in the Company as set forth in the books and records of the Company, as amended from time to time.

Allocation of Profits and Losses. The profits and losses of the Company shall be allocated among the Members in accordance with the current membership interest of the Members as determined as of the date of the Company’s most recent accounting.

Allocation of Profits and Losses. The profits and losses of the Company shall be allocated entirely to the Member or, if additional member(s) are admitted, the member(s) in proportion to their respective capital accounts.