Allocations of Net Income or Net Loss. After giving effect to the allocation in Section 5.2 for purposes of maintaining the Capital Accounts the Company’s items of Net Income and Net Loss shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocations is, as nearly as possible, equal (proportionately) to the distributions that would be made to such Member pursuant to Section 5.4 if the Company and each of its Subsidiaries were dissolved, their respective affairs wound up and their respective assets sold for cash equal to their Book Basis, all of the liabilities of the Company and its Subsidiaries were satisfied (limited with respect to each nonrecourse liability to the Book Basis of the asset securing such liability), and the net assets of the Company were distributed in accordance with Section 5.4 less (ii) the Member’s share of Company Minimum Gain, share of Member Nonrecourse Debt Minimum Gain, and the amount, if any, which such Member is obligated to contribute to the capital of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Carbon Natural Gas Co), Limited Liability Company Agreement (Carbon Natural Gas Co)