Net Income and Net Losses Clause Samples

Net Income and Net Losses. (a) Subject to the allocation rules of Section 12.2 and the Exhibits, Net Income with respect to any Series for any Fiscal Year shall be allocated among the Members associated with such Series in proportion to such Members’ Percentage Interests in such Series. (b) Subject to the allocation rules of Section 12.2 and the Exhibits, Net Losses with respect to any Series for any Fiscal Year shall be allocated among the Members associated with such Series in proportion to such Members’ Percentage Interests in such Series. (c) The Net Income and Net Losses for each Series will be allocated to the Series as if such Series was a separate partnership for federal income tax purposes and shall be allocated to the Members associated with each Series on that basis. To the extent each Series constitutes or may constitute a separate partnership for federal income tax purposes, the Company shall file separate tax returns for each Series accordingly. (d) To the extent such items are not allocable to any particular Series, such items shall be allocated among the various Series by the LLC Managers in their discretion.

Net Income and Net Losses. After giving effect to the special allocations set forth in Section 6.1(b), Net Income and Net Losses for each taxable period and all items of income, gain, loss, and deduction for such taxable period shall be allocated to the Members, Pro Rata.

Net Income and Net Losses. After giving effect to the special allocation provisions set forth in Section 4.2, which special allocations shall take precedence over any allocations made pursuant to this Section 4.1, (a) the Net Income for each Fiscal Period of the Partnership shall be allocated as follows: (i) First, to each Holder in an amount equal to the excess, if any, of (A) all Net Losses, if any, allocated to each such Holder from the date of issuance of the Preferred Partnership Security through and including the close of such Fiscal Period pursuant to Section 4.1(b)(ii) below over (B) the amount of Net Income, if any, allocated to each such Holder pursuant to this Section 4.1(a)(i) in all prior Fiscal Periods. (ii) Second, to the Holders in an amount equal to the excess of (A) the Preferred Return accumulated on the Preferred Partnership Securities from the date of their issuance through and including the last day of such Fiscal Year, over (B) the amount of Net Income allocated to the Holders pursuant to this Section 4.1(a)(ii) in all prior Fiscal Periods. Amounts allocated to the Holders shall be allocated among such Holders in proportion to the number of Preferred Partnership Securities held by such Holders. (iii) Any remaining Net Income shall be allocated to the General Partner. (b) The Net Loss for any Fiscal Period of the Partnership shall be allocated as follows: (i) First, to the General Partner until the balance of the General Partner's Capital Account is reduced to zero, provided, however, that the aggregate amount of Net Losses allocated to the General Partner pursuant to this Section 4.1(b)(i) shall not exceed the sum of 14% of the total capital contributions of all Partners plus the aggregate Net Income allocated to the General Partner pursuant to this Section 4.1. (ii) Second, to the Holders in proportion to their respective aggregate Capital Account balances, until the Capital Account balances of such Holders are reduced to zero. (iii) Any remaining Net Loss shall be allocated to the General Partner.

Net Income and Net Losses. Except as otherwise provided in this Agreement, Net Income and Net Losses of the Partnership shall be allocated among the Partners in a manner that, after giving effect to the allocations set forth in Sections 4.1(b), 4.2 and 4.3, the Capital Account of each Partner, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Partners pursuant to Section 5.3 if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Partnership liabilities 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 Section 5.3 to the Partners immediately after making such allocation, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, minus (iii) in the case of the General Partner, any obligation of the General Partner to make a payment to the Partnership pursuant to Section 5.4 if the Partnership were dissolved at such time, plus (iv) in the case of each Limited Partner, such Limited Partner’s share of the amount of the payment of the General Partner referred to in clause (iii) hereof (as if it had been made at such time), minus (v) in the case of each Partner, any obligation of such Partner to make a payment to the Partnership pursuant to Section 5.5 if the Partnership were dissolved at such time, plus (vi) in the case of each Partner, such Partner’s share of the amount of the payment of the Partners referred to in clause (v) hereof (as if it had been made at such time).

Net Income and Net Losses. After giving effect to the special allocations set forth in Section 6.2(b), Net Income and Net Loss for each taxable period shall be allocated as set forth below. (i) Net Income shall be allocated between the Members in the following manner: (A) First, to each Member having a deficit balance in its Capital Account, in the proportion that such deficit balance bears to the total deficit balances in the Capital Accounts of all Members, until each such Member has been allocated Net Income equal to any such deficit balance in its Capital Account; (B) Second, to the Members previously allocated Net Loss under Section 6.2(a)(ii)(A) and 6.2(a)(ii)(B) pro rata to the extent of such Net Loss previously allocated and not otherwise previously recouped under Section 6.2(a)(i)(A) or this Section 6.2(a)(i)(B); (C) Third, to the Members in accordance with their respective Sharing Ratios. (ii) Net Loss shall be allocated to the Members in the following manner: (A) First, to the Members in proportion to, and to the extent of, the positive balances in their respective Capital Accounts; and (B) Second, the balance, if any, to RCN-Sub.

Net Income and Net Losses. The terms "Net Income" and "Net Losses" shall mean the profits and losses of the Company, as the case may be, as determined for federal income tax purposes, plus any adjustments required pursuant to the Code or Treasury Regulations, as of the close of each Fiscal Year.