Certain Special Allocations Clause Samples

Certain Special Allocations. Notwithstanding Section 3.1(a) and Section 3.1(b), special allocations of Profits, Losses, or specific items of income, gain, loss or deduction may be specially allocated for any Allocation Year as follows:

Certain Special Allocations. (i) All Hydrocarbon Items shall be allocated to the Common Unitholders, Pro Rata. (ii) All items of deduction and loss attributable to the New ▇▇▇▇ plant shall be allocated to the General Partner in its capacity as a holder of Class A Units or any subsequent holder of such Class A Units.

Certain Special Allocations. Items of income and gain allocated under the foregoing provisions of Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iii), 6.1(d)(iv), 6.1(d)(ix) or 6.1(d)(x) that are Hydrocarbon Items shall, to the maximum extent possible, be allocated to the applicable Unitholders other than the holders of Class A Units, Pro Rata.”

Certain Special Allocations. Capital Contributions made by any Partner after the Effective Date, and other proceeds from the issuance of securities by the Partnership may, in the sole discretion of the General Partner, be used for the benefit of the Partnership (including, without limitation, the repurchase or redemption of Partnership Interests), or, may be distributed by the Partnership, in which case, any such proceeds shall be allocated and distributed among the Partners in accordance with their respective Partnership Points immediately prior to the date of such contribution; it being understood that in the case the proceeds are a note receivable, any such distribution shall occur upon receipt by the Partnership of any cash in respect thereof.

Certain Special Allocations. The following special allocations shall be made in the following order:

Certain Special Allocations. Capital Contributions made by any Partner after the date hereof, and other proceeds from the issuance of securities by the Partnership may, in the sole discretion of the General Partner, be used for the benefit of the Partnership (including, without limitation, the repurchase or redemption of Partnership Interests), or may be distributed by the Partnership, in which case, any such proceeds shall be allocated and distributed among the Partners in accordance with their respective Vested Partnership Points immediately prior to the date of such contribution.

Certain Special Allocations. Capital Contributions made by any Partner after the Effective Date (other than Capital Contributions made pursuant to Section 4.1(c) hereof, which shall be used solely for the purpose or purposes set forth in the Call Notice), and other proceeds from the issuance of securities by the Partnership may, in the sole discretion of the General Partner, be used for the benefit of the Partnership (including, without limitation, the repurchase or redemption of Partnership Interests), or, may be distributed by the Partnership, in which case, any such proceeds shall be allocated and distributed among the Partners in accordance with their respective Partnership Points immediately prior to the date of such contribution; it being understood that in the case the proceeds are a note receivable, any such distribution shall occur upon receipt by the Partnership of any cash in respect thereof.

Certain Special Allocations. Capital Contributions made by any Member after the Effective Date, and other proceeds from the issuance of securities by the LLC may, in the sole discretion of the Manager Member, be used for the benefit of the LLC (including, without limitation, the repurchase or redemption of LLC Interests), or, may be distributed by the LLC, in which case, any such proceeds shall be allocated and distributed among the Members in accordance with their respective LLC Points immediately prior to the date of such contribution or issuance of securities; it being understood that in the case the proceeds are a note receivable, any such distribution shall only occur, if at all, upon receipt by the LLC of any cash in respect thereof.

Certain Special Allocations. Notwithstanding any other provision of this Agreement, the following allocations shall be made prior to any other allocations under this Agreement and in the following order of priority: (i) If there is a net decrease in Company Minimum Gain during any Company Year or period so that an allocation is required by Regulations Section 1.704-2(f), items of income and gain shall be allocated to the Members in the manner and to the extent required by such Regulation. This provision is intended to be a minimum gain chargeback within the meaning of Regulations Section 1.704-2(f)(1) and shall be interpreted and applied consistently therewith. (ii) If there is a net decrease in the minimum gain attributable to a Member Nonrecourse Loan during any Company Year or period so that an allocation is required by Regulations Section 1.704-2(i)(4) (minimum gain chargeback attributable to a member nonrecourse debt), items of income and gain shall be allocated in the manner and to the extent required by such Regulation. (b) If, at the close of any Company Year, allocations of Net Income or Net Losses pursuant to the other provisions of this Section 2, would not prevent or would cause any Member to have a negative Adjusted Capital Account balance, then gross income of the Company for such year and each subsequent year (if necessary) shall be allocated to such Member to the extent required to eliminate, as quickly as possible, such negative Adjusted Capital Account balance. This Section 2.4(b) is intended to comply with the qualified income offset requirement of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (c) Nonrecourse Deductions, if any, for any Company Year or period shall be allocated to the Members in proportion to their Percentage Interests. (d) Member Nonrecourse Deductions shall be allocated to the Member that bears the economic risk of loss with respect to the loan giving rise to such deduction within the meaning of Regulations Section 1.752-2.