Common use of Allocations of Net Income Clause in Contracts

Allocations of Net Income. (Loss). Net Income of the Partnership shall be allocated among the Holders in a manner such that the Capital Accounts of each Holder, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Holder pursuant to Article 5 hereof if the Partnership was dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Partnership liabilities (including liabilities allocated to the Partnership from an entity treated as a partnership for U.S. federal income tax purposes in which the Partnership was a Holder) 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 Partnership were distributed in accordance with Article 5 hereof to the Holders immediately after making such allocation, minus (ii) any amount such Holder is obligated to contribute to the Partnership and such Holder’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner may make any such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account such facts and circumstances as the General Partner deems reasonably necessary for this purpose.