Net Profits and Net Losses Sample Clauses

Net Profits and Net Losses. The profits and losses of the Limited Partnership for federal income tax purposes for each fiscal year (including, without limitation, each item of Partnership income, gain, loss, deduction or credit) determined in accordance with the accounting method followed by the Partnership for such purposes, with the following adjustments: (a) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing profits or losses shall be added to such taxable income or loss; (b) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses, shall be subtracted from such taxable income or loss; (c) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to paragraphs (b) or (c) of the definition thereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for Purposes of computing profits or losses; (d) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; (e) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year or other period; (f) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner’s interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing profits or losses; and (g) Notwithstanding any other provisions any items which are specially allocated pursuant to Sections 7.2 and 7.3 hereof shall not be taken into account in computing profits or losses.

Net Profits and Net Losses. As used herein, the terms "Net Profits" and Net Losses" mean for each fiscal year or other period an amount equal to the Company's taxable income or loss for such fiscal year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

Net Profits and Net Losses. (a) Except as otherwise provided in this Agreement, Net Profits and Net Losses (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the Company shall be allocated to the Members pro rata in proportion to their respective Company Percentages. (b) Notwithstanding the other provisions of Section 5.1, to the extent any Net Losses allocated to a Member under Section 5.1 would cause such Member (hereafter, a “Restricted Member”) to have a Capital Account deficit (or cause an increase in such Capital Account deficit) as of the end of the Company Year to which such Net Losses relate, such Net Losses shall not be allocated to such Restricted Member and instead shall be allocated to the other Members (the “Permitted Members”), in proportion to, and to the maximum extent that, the amounts in which such Net Losses may be allocated to the Permitted Members without causing any of the Permitted Members to have a Capital Account deficit.

Net Profits and Net Losses. The term “

Net Profits and Net Losses. Except as otherwise provided in this Agreement, * , as applicable, with respect to the Collaboration Products, as set forth in this Section. Within thirty (30) days after the end of each calendar quarter in which Net Profits or Net Losses are recognized with respect to a Collaboration Product, each Party shall provide the other Party with a statement detailing its Net Profits or Net Losses for such Collaboration Product for such calendar quarter on a country-by-country basis, which statement shall set forth in reasonable detail any Net Sales by such Party or its Affiliates, any Commercialization Expenses and any Other Operating (Income)/Expense, including a detailed breakdown of the components of the foregoing, with respect to such Collaboration Product, provided that such Commercialization Expenses (including the components thereof) may not exceed (or be projected to exceed) the amount set forth in the applicable Project Budget with respect to the commercialization activities set forth in the applicable Project Plan by more than ten percent (10%) without the approval of the Steering Committee ("AUTHORIZED COMMERCIALIZATION EXPENSES"). Within forty-five (45) days after the end of each calendar quarter, the Parties shall make payments to one another so that * , as applicable, for such calendar quarter for each Collaboration Product.

Net Profits and Net Losses. The terms “net profits” and “net losses” of the Company shall mean the net profits or net losses of the Company as determined in accordance with Treasury Regulations section 1.704-1(b)(2)(iv). After giving effect to the special allocations set forth in Section 10.2 hereof, net profits and net losses of the Company for any fiscal year shall be allocated among the Members in a manner such that the Capital Account of each Member is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Section 11 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their carrying value, all Company liabilities were satisfied (limited with respect to each non-recourse liability to the carrying value of the assets securing such liability) and the net assets of the Company were distributed to the Members pursuant to this Agreement, minus (ii) such Member’s share of the chargeback of minimum gain and other special allocations, computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the Board shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Member’s interest in the Company.

Net Profits and Net Losses. The taxable income or loss, as the case may be, for a period (or from a transaction) as determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be separately stated pursuant to Code Section 703(a)(1) shall be included in taxable income or loss) computed with the following adjustments (without duplication): A. Items of gain, loss and deduction (including Depreciation) shall be computed based upon the Carrying Values of the Partnership assets rather than upon the assets' adjusted bases for federal income tax purposes; B. Any tax-exempt income received by the Partnership shall be included as an item of gross income; C. The amount of any adjustments to the Carrying Values of any Partnership assets pursuant to Code Section 734 as provided in Section 1.13(B) or 1.13(C) shall be taken into account but any adjustment pursuant Code Section 743 shall not be taken into account; and D. Any expenditure of the Partnership described in Code Section 705(a)(2)(B) (including any expenditures treated as being described in Code Section 705(a)(2)(B) pursuant to the Regulations) shall be treated as deductible expense. E. Nothwithstanding any other provision of this definition, any items which are specifically allocated pursuant to Section 7.2 shall not be taken into account in computing Net Profits or Net Losses.

Net Profits and Net Losses. After giving effect to the special allocations set forth in Sections 4.5 and 4.6 Net Profits and Net Losses (or items thereof) for any Financial year will be allocated among the Partners in a manner that will result in the Capital Account balance for each Partner (which balance may be positive or negative), after adjusting the Capital Account for all Capital Contributions and distributions and any special allocations required pursuant to this Agreement for the current and all prior Financial years, being (as nearly as possible) equal to (x) the amount that would be distributed to the Partner if the Partnership were to sell all of its assets at their current Gross Asset Value, pay all liabilities of the Partnership (limited, with respect to any nonrecourse liabilities, to the value reflected in the Partners' Capital Accounts for the assets securing such nonrecourse liabilities), and distribute the proceeds thereof in accordance with Section 4.8, minus (y) the Partner's share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain.

Net Profits and Net Losses. (a) The Net Profits and Net Losses of the Company for purposes of determining allocations to the Capital Accounts of the Members shall be determined in the same manner as set forth in the definition of “Net Profits” and “Net Losses” in Section 1.01 of the Agreement. (b) For purposes of Section 2.02(a), in the event that the book value of any item of Company property differs from its tax adjusted basis, the amount of book depreciation, depletion, or amortization for a period with respect to such property shall be computed so as to bear the same relationship to the book value of such property as the depreciation, depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property. If the adjusted tax basis of such property is zero, the depreciation, depletion, or amortization with respect to such property shall be computed by using any reasonable method selected by the Company.