Common use of Allocations Causing Negative Capital Accounts Clause in Contracts

Allocations Causing Negative Capital Accounts. Notwithstanding Paragraph 11.1.1, if any allocation of Net Loss or Depreciation to a Unitholder or Limited Partner (i) would reduce such Unitholder's or Limited Partner's capital account balance below zero, (ii) would increase the negative balance in such Unitholder's or Limited Partner's capital account at a time when another Unitholder or Limited Partner has a positive capital account balance, to the extent such allocation would cause the sum of the negative capital account balances of such Partner or Unitholder (determined after taking into account all prior Distributions and all prior allocations of Net Income, Net Loss and Depreciation), to exceed such Partner's or Unitholder's share of the Partnership's Minimum Gain, as determined under Treas. Reg. (Section) 1.704-1(b)(4)(iv)(f), at the close of the period in respect of which the Net Loss or Depreciation, as the case may be, is to be allocated, such excess shall instead be allocated, (a) first, in the case of Net Loss, pro rata to Unitholders and Limited Partners having positive capital account balances in proportion to their respective positive capital account balances until such capital account balances are reduced to zero and (b) second, in the case of Depreciation (i) first, pro rata to Class A Unitholders and Limited Partners holding Class A Units to the extent of and in proportion to their respective positive capital account balances until such capital account balances are reduced to zero, and (ii) thereafter, pro rata to all Unitholders and Limited Partners having positive capital account balances to the extent of and in proportion to their respective capital account balances; provided, however, that in no event shall there be a reallocation of any item of income, gain, loss or deduction allocated among the Partners and Unitholders pursuant to this Agreement for prior years.

Allocations Causing Negative Capital Accounts. Notwithstanding Paragraph Section 11.1.1, if the capital accounts of all Limited Partners are not equal and if any allocation of Net Loss or Depreciation and/or depreciation to a Unitholder or Limited Partner (i) would reduce such Unitholder's or Limited Partner's capital account balance below zero, (ii) zero or would increase the negative balance in such Unitholder's or Limited Partner's Partners' capital account at a time when another Unitholder or Limited Partner has a positive capital account balance, to the extent such allocation would cause the sum of the negative capital account balances of such Partner or Unitholder all Partners having negative capital accounts (determined after taking into account all prior Distributions and all prior allocations of Net Income, Net Loss Loss, depreciation and Depreciation), the basis of property qualifying for any tax credit) to exceed such Partner's or Unitholder's share of the Partnership's Minimum Gain"minimum gain" (as hereinafter defined), as determined under Treas. Reg. (Section) 1.704-1(b)(4)(iv)(f), at the close of the period in respect of which the Net Loss or Depreciationdepreciation, as the case may be, is to be allocated, such excess shall instead be allocated, allocated (a) first, in the case of Net Loss, pro rata to Unitholders and Limited Partners having positive capital account balances in proportion to their respective positive capital account balances until such capital account balances are reduced to zero zero, and (b) second, in the case of Depreciation depreciation (i) first, pro rata to Class A Unitholders and Taxable Limited Partners holding Class A Units to the extent of and in proportion to their respective positive capital account balances until such capital account balances are reduced to zerobalances, and (ii) thereafter, pro rata to all Unitholders and Limited Partners having positive capital account balances to the extent of and in proportion to their respective capital account balances; provided, however, that in no event shall there be a reallocation of any item of income, gain, loss or deduction allocated among the Partners and Unitholders pursuant to this Agreement for prior years.. Notwithstanding any other provision of this Article 11, if any allocation of Net Loss and/or depreciation would cause the negative capital accounts balances of all Partners having negative capital accounts (determined after taking into account all Distributions and all tax allocations theretofore made) to exceed the Partnership's minimum gain determined at the close of the period in respect of which such Net Loss or depreciation, as the case may be, is to be allocated, then to the extent that any such allocation would cause the capital account balance of any Limited Partner to be negative (or would increase the negative balance of a Limited Partner's capital account) at a time when no other Limited Partner has a positive capital account balance, such Net Loss and/or depreciation shall instead be allocated to the General Partners. For purposes of determining a Limited Partner's capital account balance under this Section 11.1.3, Distributions made prior to or contemporaneous with any allocation to a Limited Partner shall be reflected in such Partner's capital account prior to making such allocation to such Partner. The term "minimum gain" shall have the meaning ascribed to such term under Treasury Regulations as proposed, reproposed or adopted (as the case may be) under Code Section 704 (currently, the excess of the outstanding principal mortgage balance over the adjusted basis of a Property securing such mortgage). For purposes of this Section 11.1.3, a Partner's capital account shall be reduced for:

Allocations Causing Negative Capital Accounts. Notwithstanding Paragraph Section 11.1.1, if any allocation of Net Loss or Depreciation and/or depreciation to a Unitholder or Limited Partner (i) would reduce cause the negative balance of such Unitholder's or Limited Partner's capital account balance below zero, (ii) would increase the negative balance in such Unitholder's or Limited Partner's capital account at a time when another Unitholder or Limited Partner has a positive capital account balance, to the extent such allocation would cause the sum of the negative capital account balances of such Partner or Unitholder (determined after taking into account all prior Distributions and all prior allocations of Net Income, Net Loss Loss, depreciation and Depreciation), the basis of property qualifying for any tax credit) to exceed such Limited Partner's share (such share defined as the aggregate non-recourse deductions of the Partnership allocated to his Units plus his share of any net increase in Partnership minimum gain allocable to his Units which is not attributable to items of loss, deduction or Unitholder's Section 705(a)(2)(B) expenditures of the Partnership, minus his share of any net decease in Partnership minimum gain allocable to his Units) of the Partnership's Minimum Gain"minimum gain" (as hereinafter defined), as determined under Treas. Reg. (Section) 1.704-1(b)(4)(iv)(f), at the close of the period in respect of which the Net Loss or Depreciationdepreciation, as the case may be, is to be allocated, such excess Net Loss or depreciation shall instead be allocated, allocated (a) first, in the case of Net Loss, pro rata to Unitholders and Limited Partners having positive capital account balances in proportion to their respective positive capital account balances until such capital account balances are reduced to zero and (b) second, in the case of Depreciation (i) first, pro rata to Class A Unitholders and Limited Partners holding Class A Units to the extent of and in proportion to their respective Respective positive capital account balances until such capital account balances are reduced to zero, and (b) in the case of depreciation (i) first, pro rata to Taxable Limited Partners to the extent of and in proportion to their respective positive capital account balances, and (ii) thereafter, pro rata to all Unitholders and Limited Partners having positive capital account balances to the extent of and in proportion to their respective capital account balances; provided, however, that in no event shall there be a reallocation of any item of income, gain, loss or deduction allocated among the Partners and Unitholders pursuant to this Agreement for prior years.. The term "minimum gain" shall have the meaning ascribed to such term under Treas. Reg. Sections 1.704-1(b)(4)(iv)(f). If the provisions of this Section 11.1.3 prohibit the allocation of any portion of the Net Loss or depreciation to every Limited Partner, such portion of the Net Loss and/or depreciation shall instead be allocated to the General Partners. For purposes of determining a Limited Partner's capital account balance under this Section 11.1.3 or Section 11.4.3, Distributions made prior to or contemporaneous with any allocation to a Limited Partner shall be reflected in such Partner's capital account prior to making such allocation to such Partner. For purposes of this Section 11.1.3 and 11.4.3, a Partner's capital account shall be reduced for: