Common use of Allocation of Net Income and Net Losses Clause in Contracts

Allocation of Net Income and Net Losses. Except as otherwise provided in Section 7.2 or otherwise in this Agreement, Net Income and Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction of the Partnership for each Allocation Period shall be allocated among the Partners in a manner such that, after giving effect to the special allocations set forth in Section 7.2, 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 6.1 (and to Starwood pursuant to Section 6.5) 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 6.1 (and to Starwood pursuant to Section 6.5) (taking into account any adjustments to amounts distributed or distributable to the Partners in accordance with Section 6.4) to the Partners immediately after making such allocation, minus (ii) such Partner’s share of Minimum Gain (including Minimum Gain attributable to Partner Nonrecourse Debt), computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement taking into account such facts and circumstances as the General Partner deems reasonably necessary or appropriate for this purpose.

Allocation of Net Income and Net Losses. Except as otherwise provided in Section 7.2 or otherwise in this Agreement, Net Income and Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction of the Partnership for each Allocation Period shall be allocated among the Partners in a manner such that, after giving effect to the special allocations set forth in Section 7.2, 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 6.1 (and to Starwood (or directly to SRP Sub, LLC if so directed by Starwood) pursuant to Section 6.5) 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 6.1 (and to Starwood (or directly to SRP Sub, LLC if so directed by Starwood) pursuant to Section 6.5) (taking into account any adjustments to amounts distributed or distributable to the Partners in accordance with Section 6.4) to the Partners immediately after making such allocation, minus (ii) such Partner’s share of Minimum Gain (including Minimum Gain attributable to Partner Nonrecourse Debt), computed immediately prior to the hypothetical sale of assets. Notwithstanding the foregoing, the General Partner may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement taking into account such facts and circumstances as the General Partner deems reasonably necessary or appropriate for this purpose.