Allocation of Profit or Loss All Profit or Loss shall be allocated to the Member.
Net Loss After giving effect to the special allocations set forth in Section 6.1(d), Net Loss for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Loss for such taxable period shall be allocated as follows:
Net Losses After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows:
Exclusions from Operating Expenses Notwithstanding anything to the contrary contained herein, in no event shall Operating Expenses include any of the following: (1) costs for which Landlord is reimbursed, receives a credit or is otherwise compensated (other than tenant reimbursements for Operating Expenses); (2) rent or other amounts payable under any ground lease or master lease, or interest, amortization or other repayment of indebtedness or costs, fees, points or other expenses in connection with any financing or refinancing of all or any part of the Real Property; (3) costs of correcting defects in the initial design or construction of the Building or any expansion thereof or any expenses resulting from inferior or deficient workmanship; (4) costs of repair or restoration required due to casualty damage or condemnation (except for commercially reasonable deductibles); (5) non-refundable reserves for anticipated or unanticipated future expenses; (6) interest or penalties incurred as a result of Landlord’s failure to pay any bill as it shall become due; (7) costs resulting from the gross negligence or willful misconduct of Landlord, its employees, and/or agents; (8) leasing commissions, attorneys’ fees, costs and disbursements, and other expenses (including, without limitation, advertising and marketing costs) incurred in connection with leasing, renovating, or improving space for tenants or other occupants or prospective tenants or occupants of the Building, or costs (including, without limitation, permit, license, and inspection fees) incurred in renovating or otherwise improving or decorating, painting or redecorating space for tenants or other occupants or vacant space; (9) costs of any services sold to tenants or other occupants for which Landlord is entitled to be reimbursed by such tenants or other occupants as an additional charge or rental over and above the basic rent and escalations payable under the lease with such tenant or other occupant; (10) allowances for depreciation of improvements in the Common Areas; and (11) so called “capital items” or “capital expenditures” which, pursuant to generally accepted accounting principles, are not fully chargeable to current expenses in the year the expenditure is incurred, except to the extent such capital expenditures are amortized over their useful life (with commercially reasonable interest) in accordance with generally accepted accounting principles and only with respect to those that (A) are intended to effect economies in the operation or maintenance of the Real Property, or any portion thereof, or (B) are installed with a reasonable and good faith expectation by Landlord that the same will reduce current or future Operating Expenses, or (C) are intended to enhance the safety or security of the Real Property or its occupants, or (D) are required to comply with present or anticipated conservation programs, or (E) are otherwise includable in Operating Expenses pursuant to the application of sound real estate management principles (including but not limited to, parking lot repair and resurfacing).
ULTIMATE NET LOSS (a) This term means all Losses under Covered Policies in force at the time of a Covered Event prior to the application of the Company’s Retention and Coverage Level, and excluding loss adjustment expense and any exclusions under Article VI.
Allocation of Profit and Loss Article V, Section 5.01 of the Partnership Agreement is hereby deleted in its entirety and the following new Section 5.01 is inserted in its place:
Net Income and Net Loss All net income or net loss of the Company shall be for the account of the Member.
Precontribution Gain, Revaluations With respect to any Contributed Property, the Partnership shall use any permissible method contained in the Regulations promulgated under Section 704(c) of the Code selected by the General Partner, in its sole discretion, to take into account any variation between the adjusted basis of such asset and the fair market value of such asset as of the time of the contribution (“Precontribution Gain”). Each Partner hereby agrees to report income, gain, loss and deduction on such Partner’s federal income tax return in a manner consistent with the method used by the Partnership. If any asset has a Gross Asset Value which is different from the Partnership’s adjusted basis for such asset for federal income tax purposes because the Partnership has revalued such asset pursuant to Section 1.704-1(b)(2)(iv)(f) of the Regulations, the allocations of Tax Items shall be made in accordance with the principles of Section 704(c) of the Code and the Regulations and the methods of allocation promulgated thereunder. The intent of this subparagraph 4(c) is that each Partner who contributed to the capital of the Partnership a Contributed Property will bear, through reduced allocations of depreciation, increased allocations of gain or other items, the tax detriments associated with any Precontribution Gain. This subparagraph 4(c) is to be interpreted consistently with such intent.
Apportionment of Earnings and Profits and Tax Attributes (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury regulations and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.
Net Termination Gains and Losses After giving effect to the special allocations set forth in Section 6.1(d), all items of income, gain, loss and deduction taken into account in computing Net Termination Gain or Net Termination Loss for such taxable period shall be allocated in the same manner as such Net Termination Gain or Net Termination Loss is allocated hereunder. All allocations under this Section 6.1(c) shall be made after Capital Account balances have been adjusted by all other allocations provided under this Section 6.1 and after all distributions of Available Cash provided under Sections 6.4 and 6.5 have been made; provided, however, that solely for purposes of this Section 6.1(c), Capital Accounts shall not be adjusted for distributions made pursuant to Section 12.4.
