Common use of Net Operating Loss Clause in Contracts

Net Operating Loss. Except as otherwise provided herein, Net Operating Loss for any fiscal year or other applicable period shall be allocated in the following order and priority: (i) First, to the Partners in accordance with their respective Percentage Interests until the Capital Account balances of the Limited Partners are reduced to zero (for purposes of this calculation, each Partner’s Capital Account balance shall be credited with the amount such Partner is obligated to restore pursuant to the provisions of Section 1.704-1(b)(2)(ii)(c) of the Regulations, or is deemed to be obligated to restore with respect to any deficit balance pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations); (ii) Second, to the General Partner until its Capital Account balance has been reduced to zero (for purposes of this calculation, such Partner’s share of Partnership Minimum Gain shall be added back to its Capital Account); (iii) Thereafter, to the Partners in accordance with their then Percentage Interests; (iv) Notwithstanding anything to the contrary above, to the extent any Net Operating Loss allocated to a Partner would cause such Partner (hereinafter, a “Restricted Partner”) to have an Adjusted Capital Account Deficit as of the end of the fiscal year to which such Net Operating Loss relates, such Net Operating Loss shall not be allocated to such Restricted Partner and instead shall be allocated to the other Partner(s), pro rata in accordance with their relative Percentage Interests.