Allocation of Net Income and Net Loss. Except as otherwise provided in this Agreement, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership shall be allocated among the Partners in a manner such that 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 Partner pursuant to Section 5.1(b) 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 5.1(b) to the Partners immediately after making such allocation, minus (ii) such Partner’s share of Partnership minimum gain (within the meaning of Regulation Section 1.704-2(d)) and Partner nonrecourse debt minimum gain (within the meaning of Regulation Section 1.704-2(i)(5)), computed immediately prior to the hypothetical sale of assets.
Appears in 16 contracts
Samples: Agreement (Independence Realty Trust, Inc), Exchange Rights Agreement (Independence Realty Trust, Inc), Exchange Rights Agreement (Independence Realty Trust, Inc)
Allocation of Net Income and Net Loss. Except as otherwise provided in this Agreement, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership shall be allocated among the Partners in a manner such that 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 Partner pursuant to Section 5.1(b) 5.1, Regular Distributions, and Article 13, Dissolution, Liquidation and Termination, 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 5.1(b) 5.1 and Article 13 to the Partners immediately after making such allocation, minus (ii) such Partner’s share of Partnership minimum gain (within the meaning of Regulation Section 1.704-2(d)) and Partner nonrecourse debt minimum gain (within the meaning of Regulation Section 1.704-2(i)(5)), computed immediately prior to the hypothetical sale of assets.
Appears in 11 contracts
Samples: Exchange Rights Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Exchange Rights Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.), Exchange Rights Agreement (Lightstone Value Plus Real Estate Investment Trust Ii Inc)
Allocation of Net Income and Net Loss. Except as otherwise provided in this Agreement, Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership shall be allocated among the Partners in a manner such that 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 Partner pursuant to Section 5.1(b) if 5.1if 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 5.1(b) 5.1 to the Partners immediately after making such allocation, minus (ii) such Partner’s share of Partnership minimum gain (within the meaning of Regulation Section 1.704-2(d)) and Partner nonrecourse debt minimum gain (within the meaning of Regulation Section 1.704-2(i)(5)), computed immediately prior to the hypothetical sale of assets.
Appears in 2 contracts
Samples: Exchange Rights Agreement (Independence Realty Trust, Inc), Form of Exchange Rights Agreement (Independence Realty Trust, Inc)