Common use of Allocation of Profits Clause in Contracts

Allocation of Profits. (a) After giving effect to the allocations set forth in Sections 8.6 and 8.7, Profits for any fiscal year other than Capital Transactions Gains shall be allocated as follows: (i) first, Profits and, if necessary, items of gross profit and income, shall be allocated to the holder of the Participation Interest, until the cumulative amount of Profits and items of gross profit and income allocated to such holder pursuant to this Section 8.4(a) with respect to its Participation Interest equals the cumulative amount of distributions made to such holder pursuant to Section 9.1 hereof with respect to its Participation Interest; and (ii) thereafter, Profits shall be allocated among the Partners in proportion to the number of Partnership Units held by each such Partner. (b) After giving effect to the allocations set forth in Sections 8.6 and 8.7, Capital Transaction Gains shall be computed separately with respect to each property and each such Capital Transaction Gain shall be allocated among the Partners as follows: (i) Each Partner that is not an Unaffiliated Limited Partner shall be allocated Capital Transaction Gain in an amount equal to the Percentage Interest attributable to such Partner’s Partnership Units, multiplied by the total amount of such Capital Transaction Gain. (ii) The remaining amount of such Capital Transaction Gain shall be allocated among the holders of the Participation Interests and the Unaffiliated Limited Partners (A) first, in proportion to, and until each such Partner has been allocated Capital Transaction Gains pursuant to this clause (A) in an amount equal to, the minimum amounts necessary to cause the Capital Account balances of such Partners to be in proportion to the Percentage Interests of such Partners and (B) thereafter, among such Partners in proportion to their respective Percentage Interests. (c) In the event that the Partnership issues or redeems Partnership Interests pursuant to Article III hereof, the Managing General Partner shall make such revisions to the method of allocating Profits in this Section 8.4 as it determines are necessary to reflect the terms of the issuance or redemption of Partnership Interests, including such revisions as are needed to ensure that such allocations (i) will comply with the terms of Regulation Sections 1.704-1 and -2, (ii) will properly reflect the varying interests of the Partners in the Partnership, and (iii) will cause the Capital Accounts of the Partners in respect of Partnership Interests held by them to be in the ratios in which the Partners are entitled to receive distributions with respect to their Partnership Interests pursuant to Article IX hereof.

Allocation of Profits. (a) After giving effect to the allocations set forth in Sections 8.6 and 8.7, Profits for any fiscal year other than Capital Transactions Gains shall be allocated as follows: (i) first, Profits and, if necessary, items of gross profit and income, shall be allocated to the holder of the Participation Interest, until the cumulative amount of Profits and items of gross profit and income allocated to such holder pursuant to this Section 8.4(a) with respect to its Participation Interest equals the cumulative amount of distributions made to such holder pursuant to Section 9.1 hereof with respect to its Participation Interest; and (ii) thereafter, Profits shall be allocated among the Partners in proportion to the number of Partnership OP Units held by each such Partner. (b) After giving effect to the allocations set forth in Sections 8.6 and 8.7, Capital Transaction Gains shall be computed separately with respect to each property and each such Capital Transaction Gain shall be allocated among the Partners as follows: (i) Each Partner that is not an Unaffiliated Limited Partner shall be allocated Capital Transaction Gain in an amount equal to the Percentage Interest attributable to such Partner’s Partnership OP Units, multiplied by the total amount of such Capital Transaction Gain. (ii) The remaining amount of such Capital Transaction Gain shall be allocated among the holders of the Participation Interests and the Unaffiliated Limited Partners (A) first, in proportion to, and until each such Partner has been allocated Capital Transaction Gains pursuant to this clause (A) in an amount equal to, the minimum amounts necessary to cause the Capital Account balances of such Partners to be in proportion to the Percentage Interests of such Partners and (B) thereafter, among such Partners in proportion to their respective Percentage Interests. (c) In hi the event that the Partnership issues or redeems Partnership Interests pursuant to Article III hereof, the Managing General Partner shall make such revisions to the method of allocating Profits in this Section 8.4 as it determines are necessary to reflect the terms of the issuance or redemption of Partnership Interests, including such revisions as are needed to ensure that such allocations (i) will comply with the terms of Regulation Sections 1.704-1 and -2, (ii) will properly reflect the varying interests of the Partners in the Partnership, and (iii) will cause the Capital Accounts of the Partners in respect of Partnership Interests held by them to be in the ratios in which the Partners are entitled to receive distributions with respect to their Partnership Interests pursuant to Article IX hereof.

Allocation of Profits. (a) After giving effect to the allocations set forth in Sections 8.6 and 8.7, Profits for any fiscal year other than Capital Transactions Gains shall be allocated as follows: (i) first, Profits and, if necessary, items of gross profit and income, shall be allocated to the holder of the Participation Interest, until the cumulative amount of Profits and items of gross profit and income allocated to such holder pursuant to this Section 8.4(a) with respect to its Participation Interest equals the cumulative amount of distributions made to such holder pursuant to Section 9.1 hereof with respect to its Participation Interest; and (ii) thereafter, Profits shall be allocated among the Partners in proportion to the number of Partnership Units held by each such Partner. (b) After giving effect to the allocations set forth in Sections 8.6 and 8.7, Capital Transaction Gains shall be computed separately with respect to each property and each such Capital Transaction Gain shall be allocated among the Partners as follows: (i) Each Partner that is not an Unaffiliated Limited Partner shall be allocated Capital Transaction Gain first, among the Partners in an amount equal proportion to, and to the Percentage Interest attributable to extent of, any deficit balance in each such Partner’s Partnership Units, multiplied by the total amount of such 's Capital Transaction Gain.Account; (ii) The remaining amount of such Capital Transaction Gain shall be allocated second, among the holders of the Participation Interests and the Unaffiliated Limited Partners (A) first, in proportion to, and until each such Partner has been allocated Capital Transaction Gains Profits pursuant to this clause (Aii) in an amount equal to, the minimum amounts necessary to cause the Capital Account balances of such the Partners to be in proportion to the Percentage Interests of such Partners and the Partners; and (Biii) thereafter, among such the Partners in proportion to their respective Percentage Interests. (c) In the event that the Partnership issues or redeems Partnership Interests pursuant to Article III hereof, the Managing General Partner shall make such revisions to the method of allocating Profits in this Section 8.4 as it determines are necessary to reflect the terms of the issuance or redemption of Partnership Interests, including such revisions as are needed to ensure that such allocations (i) will comply with the terms of Regulation Sections 1.704-1 and -2, (ii) will properly reflect the varying interests of the Partners in the Partnership, and (iii) will cause the Capital Accounts of the Partners in respect of Partnership Interests held by them to be in the ratios in which the Partners are entitled to receive distributions with respect to their Partnership Interests pursuant to Article IX hereof.

Allocation of Profits. Net Profits and Net Losses attributable to each Fiscal Year of the Partnership shall be determined as though the books of the Partnership were closed as of the end of such accounting period. The rules of this Section 9.2 shall apply except as otherwise provided elsewhere in this Article 9. (a) After giving effect For each accounting period, each item of income, gain, loss and deduction (other than items allocated pursuant to other Sections of this Article 9) shall be allocated, insofar as possible, so that, following all allocations pursuant to the allocations set forth in other Sections 8.6 of this Article 9 for such accounting period and 8.7, Profits for any fiscal year other than Capital Transactions Gains shall be allocated as follows: (i) first, Profits and, if necessary, items of gross profit and income, shall be allocated to the holder of the Participation Interest, until the cumulative amount of Profits and items of gross profit and income allocated to such holder allocation pursuant to this Section 8.4(a9.2 which is here being described, each Partner’s Capital Account balance shall be equal to the result (be it positive, negative or zero) with respect to its Participation Interest equals of subtracting (i) the cumulative amount sum of distributions made to (x) such holder Partner’s share of the Partnership’s minimum gain calculated pursuant to Section 9.1 hereof with respect the Regulations and (y) such Partner’s share of the Partner nonrecourse debt minimum gain calculated pursuant to its Participation Interest; and the Regulations, from (ii) thereaftersuch Partner’s Target Amount (as defined below) at the end of such accounting period. (b) Except to the extent otherwise required by applicable law: (i) in applying Section 9.2(a), Profits to the extent possible each item of income, gain, loss and deduction shall be allocated among the Partners in proportion the same proportions as each other such item, and, to the number extent permitted by law, each item of Partnership Units held credit shall be allocated in such proportions; and (ii) to the extent necessary to produce the result prescribed by each such PartnerSection 9.2(a), items of income and gain shall be allocated separately from items of loss and deduction, in which event the proportions applicable to items of income and gain shall (to the extent permitted by law) be applicable to items of credit. (bc) After giving effect If, for any accounting period, (i) Section 9.2(b)(ii) does not apply and (ii) the aggregate of all items of income, gain, loss and deduction (other than those to be allocated pursuant to other Sections of this Article 9) is zero, then, except to the allocations set forth in Sections 8.6 extent otherwise required by applicable law, all such items, and 8.7(to the extent permitted by law) all items of credit, Capital Transaction Gains shall be computed separately with respect to each property and each such Capital Transaction Gain shall be allocated among the Partners as follows: (i) Each Partner that is not an Unaffiliated Limited Partner shall be allocated Capital Transaction Gain in an amount equal to the Percentage Interest attributable to such Partner’s Partnership Units, multiplied by the total amount of such Capital Transaction Gain. (ii) The remaining amount of such Capital Transaction Gain shall be allocated among the holders of the Participation Interests and the Unaffiliated Limited Partners (A) first, in proportion to, and until each such Partner has been allocated Capital Transaction Gains pursuant to this clause (A) in an amount equal to, the minimum amounts necessary to cause the Capital Account balances of such Partners to be in proportion to the Percentage Interests of such Partners and (B) thereafter, among such all Partners in proportion to their respective Percentage InterestsPartnership Percentages as in effect throughout such accounting period. (cd) In the event that the Partnership issues or redeems Partnership Interests pursuant to Article III hereofFor these purposes, the Managing General “Target Amount” of a Partner shall make at the end of any accounting period means the amount which such revisions Partner would then be entitled to the method of allocating Profits in this Section 8.4 as it determines are necessary to reflect the terms of the issuance or redemption of Partnership Interestsreceive if, including immediately following such revisions as are needed to ensure that such allocations accounting period: (i) will comply with all of the terms assets of Regulation Sections 1.704-1 the Partnership were sold for cash equal to their respective book values (or, in the case of assets subject to liabilities for which the creditor’s right is limited to assets of the Partnership, the amounts of such liabilities, if greater than the aggregate book values of such assets); and -2, (ii) will properly reflect the varying interests proceeds of such sale were applied to pay all debts of the Partners Partnership with the balance distributed as provided in Section 8.1, provided, however, that if the sale described in clause (i) would not generate proceeds sufficient to pay all debts of the Partnership, and (iii) will cause the Capital Accounts of the Partners in respect of Partnership Interests held by them to shall be considered entitled in the ratios aggregate (and as among them in which the Partners are entitled to receive distributions with respect proportion to their respective Partnership Interests Percentages) to receive, pursuant to Article IX hereofSection 8.1, a negative amount equal to the excess of such debts over such proceeds.

Allocation of Profits. (a) After giving effect to the allocations set forth in Sections 8.6 and 8.7, Profits for any fiscal year other than Capital Transactions Gains shall be allocated as follows: (ia) first, Profits and, if necessary, items of gross profit and income, shall be allocated to the holder of the Participation Interest, until the cumulative amount of Profits and items of gross profit and income allocated to such holder pursuant to this Section 8.4(a) with respect to its Participation Interest equals the cumulative amount of distributions made to such holder pursuant to Section 9.1 hereof with respect to its Participation Interest; and (iib) thereafter, Profits shall be allocated among the Partners in proportion to the number of Partnership Units held by each such Partner. (b) After giving effect to the allocations set forth in Sections 8.6 and 8.7, Capital Transaction Gains shall be computed separately with respect to each property and each such Capital Transaction Gain shall be allocated among the Partners as follows: (ia) Each Partner that is not an Unaffiliated Limited Partner shall be allocated Capital Transaction Gain in an amount equal to the Percentage Interest attributable to such Partner’s Partnership Units, multiplied by the total amount of such Capital Transaction Gain. (iib) The remaining amount of such Capital Transaction Gain shall be allocated among the holders of the Participation Interests and the Unaffiliated Limited Partners (A) first, in proportion to, and until each such Partner has been allocated Capital Transaction Gains pursuant to this clause (A) in an amount equal to, the minimum amounts necessary to cause the Capital Account balances of such Partners to be in proportion to the Percentage Interests of such Partners and (B) thereafter, among such Partners in proportion to their respective Percentage Interests. (c) In the event that the Partnership issues or redeems Partnership Interests pursuant to Article III hereof, the Managing General Partner shall make such revisions to the method of allocating Profits in this Section 8.4 as it determines are necessary to reflect the terms of the issuance or redemption of Partnership Interests, including such revisions as are needed to ensure that such allocations (i) will comply with the terms of Regulation Sections 1.704-1 and -2, (ii) will properly reflect the varying interests of the Partners in the Partnership, and (iii) will cause the Capital Accounts of the Partners in respect of Partnership Interests held by them to be in the ratios in which the Partners are entitled to receive distributions with respect to their Partnership Interests pursuant to Article IX hereof.

Allocation of Profits. (a) After giving effect to the allocations set forth in Sections 8.6 and 8.7, Profits for any fiscal year other than Capital Transactions Gains shall be allocated as follows: : (i) first, Profits and, if necessary, items of gross profit and income, shall be allocated to the holder of the Participation Interest, until the cumulative amount of Profits and items of gross profit and income allocated to such holder pursuant to this Section 8.4(a) with respect to its Participation Interest equals the cumulative amount of distributions made to such holder pursuant to Section 9.1 hereof with respect to its Participation Interest; and (ii) thereafter, Profits shall be allocated among the Partners in proportion to the number of Partnership Units held by each such Partner.holder (b) After giving effect to the allocations set forth in Sections 8.6 and 8.7, Capital Transaction Gains shall be computed separately with respect to each property and each such Capital Transaction Gain shall be allocated among the Partners as follows: : (i) Each Partner that is not an Unaffiliated Limited Partner shall be allocated Capital Transaction Gain in an amount equal to the Percentage Interest attributable to such Partner’s Partnership Units, multiplied by the total amount of such Capital Transaction Gain. . (ii) The remaining amount of such Capital Transaction Gain shall be allocated among the holders of the Participation Interests and the Unaffiliated Limited Partners (A) first, in proportion to, and until each such Partner has been allocated Capital Transaction Gains pursuant to this clause (A) in an amount equal to, the minimum amounts necessary to cause the Capital Account balances of such Partners to be in proportion to the Percentage Interests of such Partners and (B) thereafter, among such Partners in proportion to their respective Percentage Interests. . (c) In the event that the Partnership issues or redeems Partnership Interests pursuant to Article III hereof, the Managing General Partner shall make such revisions to the method of allocating Profits in this Section 8.4 as it determines are necessary to reflect the terms of the issuance or redemption of Partnership Interests, including such revisions as are needed to ensure that such allocations (i) will comply with the terms of Regulation Sections 1.704-1 and -2, (ii) will properly reflect the varying interests of the Partners in the Partnership, and (iii) will cause the Capital Accounts of the Partners in respect of Partnership Interests held by them to be in the ratios in which the Partners are entitled to receive distributions with respect to their Partnership Interests pursuant to Article IX hereof.