Common use of Allocation of Net Profits Clause in Contracts

Allocation of Net Profits. and Net Losses and Distributions From Cash Available For Distribution. 3.07.1 Net Profits and Net Losses of the Partnership for each fiscal year of the Partnership shall be allocated 99% to the Limited Partners and 1% to the General Partner. Net Profits and Net Losses to be allocated to the Limited Partners will be allocated to Limited Partners based on the number of Units held by each Limited Partner and the period during the fiscal year that the Limited Partner owned the Units. Upon the transfer of a Partnership Unit, the transferor and the transferee shall be allocated a pro rata share of Net Profits and Net Losses based on the portion of the fiscal year that the transferred Unit was effectively held by the transferor and transferee, respectively. 3.07.2 Cash Available for Distribution, if any, shall be determined for each quarter and, within 30 days after the close of each quarter, shall be distributed 95% to the Limited Partners pro rata in accordance with their respective ownership of Units and 5% to the General Partner. Cash Available for Distribution shall be distributed to the persons who are Unit holders of record as of the last day of the quarter for which such distribution is made. 3.07.3 Net proceeds from refinancing and net proceeds from the sale of properties, to the extent available for distribution after the establishment of any reserves that the General Partners may deem reasonably necessary for any contingent or future liabilities of the Partnership or after the payment in the discretion of the General Partners of any debts and liabilities of the Partnership, and subject to the provisions of Section 2.04(b), shall be distributed among the Partners in the following amounts and order of priority: (a) To the Limited Partners, an amount equal to the sum of: (i) The Adjusted Invested Capital attributable to each Limited Partner; and (ii) The excess, if any, of an amount equal to 9% per annum cumulative (but not compounded) return on Adjusted Invested Capital, calculated from each Limited Partner's respective date of admission to the Partnership, over total prior distributions of Cash Available For Distribution with respect to the Units. (b) To the extent of any balance remaining, 85% to the Limited Partners to be shared on a pro rata basis in accordance with their respective ownership of Units and 15% to the General Partner. Provided, however, that notwithstanding the provisions of this Section 3.07 to the contrary, the General Partners shall receive at least 1% of the distributions of net proceeds from refinancing or net proceeds from the sale of properties. 3.07.4 Except as otherwise provided by this Agreement, profit or loss on the sale of properties shall be allocated to and among the Partners as follows: (a) Profit on the sale of properties shall first be allocated to each Partner with a negative Capital Account proratably in an amount equal to (or in proportion to if less than) the amount of the negative Capital Account of each Partner; (b) Profit on the sale of properties shall next be allocated to the Limited Partners until each Limited Partner's Capital Account shall be a positive amount equal to the sum of: (i) The Adjusted Invested Capital attributable to each Limited Partner; and (ii) The excess, if any, of an amount equal to 9% per annum cumulative (but not compounded) return on Adjusted Invested Capital, calculated from each Limited Partner's respective date of admission to the Partnership, over total prior distributions of Cash Available For Distribution with respect to the Units. (c) To the extent of any remaining profit on the sale of properties, 85% to the Limited Partners to be shared on a pro rata basis in accordance with their respective ownership of Units and 15% to the General Partners; (d) To the extent that there is a loss on the sale of properties arising from a transaction, such loss on the sale of properties shall be allocated among the Partners with positive balances in their Capital Accounts pro rata in accordance with their respective positive balances until the aggregate positive balance of their Capital Accounts is reduced to zero, and any balance shall be allocated in accordance with the allocation of Net Profits and Net Loss pursuant to Section 3.07.1 hereof; (e) The provisions of this Section 3.07.4 notwithstanding, the General Partner shall be allocated at least 1% of the profit or loss on the sale of properties, and, to the extent possible, in characterizing the allocated profit on the sale of properties, that portion which constitutes ordinary income by reason of recapture of depreciation under Sections 1245 or 1250 of the Internal Revenue Code or investment tax credit recapture, shall be allocated among the Partners such that a Partner (or successor) who realized the benefit of the deduction or credit will bear the tax burden of the corresponding recapture. 3.07.5 A Capital Account shall be maintained by the Partnership on behalf of each Partner. The Capital Account of each Partner shall be credited with the amount of such Partner's capital contribution as such is contributed. The Capital Account of each Partner shall be credited with the amount of Net Profits and profit on the sale of properties of the Partnership allocated to such Partner and shall be debited with the amount of Net Losses and loss on the sale of properties and with the amount of any distributions or return of capital made by the Partnership to such Partner. 3.07.6 The Capital Account of a Partner shall also be credited or debited, as the case may be, with items of income, expense, or other adjustments which do not enter into the calculation of Net Profits or Net Losses. The Capital Account of a transferor Partner shall become the Capital Account of the transferee Partner as it existed at the effective date of the transfer. Any special basis adjustment resulting from an Internal Revenue Code Section 754 election shall not be taken into account for purposes of establishing and maintaining Capital Accounts pursuant to the terms of this Section 3.07.6. 3.07.7 If upon the liquidation of the Partnership, there is a deficit balance in the Capital Account of the General Partner, after making the allocations provided in this Agreement, then the General Partner will contribute an amount equal to such deficit balance in its Capital Account, provided that in no event shall the General Partner be required to contribute to the Partnership, as its pro rata share, more than 1% of the total capital contributed by the Partners plus four-fifths of the Cash Available For Distribution received by the General Partner pursuant this Agreement. 3.07.8 The provisions of this Agreement notwithstanding, the General Partners will receive at least 1% of the distributions of net proceeds from the sale of properties and, at such time as the Partnership is to be liquidated hereunder, such adjustments, if any, as are appropriate to properly reflect such minimum distribution shall be made with respect to the allocation of profit or loss on the sale of properties pursuant to Section 3.07.4 and with respect to the Capital Accounts of the Partners. Provided, further, that any deduction which might accrue to the Partnership and which is attributable to said 1% minimum distribution requirement shall be specially allocated to the General Partners. 3.07.9 The General Partners shall also distribute, after the completion of each calendar year, such amount of cash from sales or financing sufficient to allow a Limited Partner in a 36% federal tax bracket to pay the income taxes due with respect to net income derived by him from the disposition or financing of Partnership properties.

Allocation of Net Profits. and Net Losses and Distributions From Cash Available For Distribution. 3.07.1 Net Profits and Net Losses of the Partnership for each fiscal year of the Partnership shall be allocated 99% to the Limited Partners and 1% to the General Partner. Net Profits and Net Losses to be allocated to the Limited Partners will be allocated to Limited Partners based on the number of Units held by each Limited Partner and the period during the fiscal year that the Limited Partner owned the Units. Upon the transfer of a Partnership Unit, the transferor and the transferee shall be allocated a pro rata share of Net Profits and Net Losses based on the portion of the fiscal year that the transferred Unit was effectively held by the transferor and transferee, respectively. 3.07.2 Cash Available for Distribution, if any, shall be determined for each quarter month (or quarter) and, within 30 45 days after the close of each month (or quarter, ) shall be distributed 9599% to the Limited Partners pro rata in accordance with their respective ownership of Units and 51% to the General Partner. Cash Available for Distribution shall be distributed to the persons who are Unit holders of record as of the last day of the quarter month (or quarter) for which such distribution is made. Limited Partners may individually opt for quarterly distributions. 3.07.3 Net proceeds from refinancing and net proceeds from the sale of properties, to the extent available for distribution after the establishment of any reserves that the General Partners may deem reasonably necessary for any contingent or future liabilities of the Partnership or after the payment in the discretion of the General Partners of any debts and liabilities of the Partnership, and subject to the provisions of Section 2.04(b), shall be distributed among the Partners in the following amounts and order of priority: (a) To the Limited Partners, an amount equal to the sum of: (i) The Adjusted Invested Capital attributable to each Limited Partner; and (ii) The excess, if any, of an amount equal to 9% per annum cumulative (but not compounded) return on Adjusted Invested Capital, calculated from each Limited Partner's respective date of admission to the Partnership, over total prior distributions of Cash Available For Distribution with respect to the Units. (b) To the extent of any balance remaining, 85% to the Limited Partners to be shared on a pro rata basis in accordance with their respective ownership of Units and 15% to the General Partner. Provided, however, that notwithstanding the provisions of this Section 3.07 to the contrary, the General Partners shall receive at least 1% of the distributions of net proceeds from refinancing or net proceeds from the sale of propertiesPartners. 3.07.4 Except as otherwise provided by this Agreement, profit or loss on the sale of properties shall be allocated to and among the Partners as follows: (a) Profit on the sale of properties shall first be allocated to each Partner with a negative Capital Account proratably in an amount equal to (or in proportion to if less than) the amount of the negative Capital Account of each Partner; (b) Profit on the sale of properties shall next be allocated to the Limited Partners until each Limited Partner's Capital Account shall be a positive amount equal to the sum of: (i) The Adjusted Invested Capital attributable to each Limited Partner; and (ii) The excess, if any, of an amount equal to 9% per annum cumulative (but not compounded) return on Adjusted Invested Capital, calculated from each Limited Partner's respective date of admission to the Partnership, over total prior distributions of Cash Available For Distribution with respect to the Units. (c) To the extent of any remaining profit on the sale of properties, 85% to the Limited Partners to be shared on a pro rata basis in accordance with their respective ownership of Units and 15% to the General Partners; (d) To the extent that there is a loss on the sale of properties arising from a transaction, such loss on the sale of properties shall be allocated among the Partners with positive balances in their Capital Accounts pro rata in accordance with their respective positive balances until the aggregate positive balance of their Capital Accounts is reduced to zero, and any balance shall be allocated in accordance with the allocation of Net Profits and Net Loss pursuant to Section 3.07.1 hereof; (e) The provisions of this Section 3.07.4 notwithstanding, the General Partner shall be allocated at least 1% of the profit or loss on the sale of properties, and, to the extent possible, in characterizing the allocated profit on the sale of properties, that portion which constitutes ordinary income by reason of recapture of depreciation under Sections 1245 or 1250 of the Internal Revenue Code or investment tax credit recapturedepreciation, if any, shall be allocated among the Partners such that a Partner (or successor) who realized the benefit of the deduction or credit will bear the tax burden of the corresponding recapture. 3.07.5 A Capital Account shall be maintained by the Partnership on behalf of each Partner. The Capital Account of each Partner shall be credited with the amount of such Partner's capital contribution as such is contributed. The Capital Account of each Partner shall be credited with the amount of Net Profits and profit on the sale of properties of the Partnership allocated to such Partner and shall be debited with the amount of Net Losses and loss on the sale of properties allocated to such Partner and with the amount of any distributions or return of capital made by the Partnership to such Partner. 3.07.6 The Capital Account of a Partner shall also be credited or debited, as the case may be, with items of income, expense, or other adjustments which do not enter into the calculation of Net Profits or Net Losses. The Capital Account of a transferor Partner shall become the Capital Account of the transferee Partner as it existed at the effective date of the transfer. Any special basis adjustment resulting from an Internal Revenue Code Section 754 election shall not be taken into account for purposes of establishing and maintaining Capital Accounts pursuant to the terms of this Section 3.07.6. 3.07.7 If upon the liquidation of the Partnership, there is a deficit balance in the Capital Account of the General Partner, after making the allocations provided in this Agreement, then the General Partner will contribute an amount equal to such deficit balance in its Capital Account, provided that in no event shall the General Partner be required to contribute to the Partnership, as its pro rata share, more than 1% of the total capital contributed by the Partners plus four-fifths of the Cash Available For Distribution received by the General Partner pursuant to this Agreement. 3.07.8 The provisions of this Agreement notwithstanding, the General Partners will receive at least 1% of the distributions of net proceeds from the sale of properties and, at such time as the Partnership is to be liquidated hereunder, such adjustments, if any, as are appropriate to properly reflect such minimum distribution shall be made with respect to the allocation of profit or loss on the sale of properties pursuant to Section 3.07.4 and with respect to the Capital Accounts of the Partners. , Provided, further, that any deduction which might accrue to the Partnership and which is attributable to said 1% minimum distribution requirement shall be specially allocated to the General Partners. 3.07.9 The General Partners shall also distribute, after the completion of each calendar year, such amount of cash from sales or financing sufficient to allow a Limited Partner in a 3628% federal tax bracket to pay the income taxes due with respect to net income derived by him from the disposition or financing of Partnership properties.

Allocation of Net Profits. and Net Losses and Distributions From Cash Available For Distribution. 3.07.1 Net Profits and Net Losses of the Partnership for each fiscal year of the Partnership shall be allocated 99% to the Limited Partners and 1% to the General Partner. Net Profits and Net Losses to be allocated to the Limited Partners will be allocated to Limited Partners based on the number of Units held by each Limited Partner and the period during the fiscal year that the Limited Partner owned the Units. Upon the transfer of a Partnership Unit, the transferor and the transferee shall be allocated a pro rata share of Net Profits and Net Losses based on the portion of the fiscal year that the transferred Unit was effectively held by the transferor and transferee, respectively. 3.07.2 Cash Available for Distribution, if any, shall be determined for each quarter month (or quarter) and, within 30 days after the close of each month (or quarter), shall be distributed 9599% to the Limited Partners pro rata in accordance with their respective ownership of Units and 51% to the General Partner. Cash Available for Distribution shall be distributed to the persons who are Unit holders of record as of the last day of the quarter month (or quarter) for which such distribution is made. Limited Partners may individually opt for quarterly distributions. 3.07.3 Net proceeds from refinancing and net proceeds from the sale of properties, . to the extent available for distribution after the establishment of any reserves that the General Partners may deem reasonably necessary for any contingent or future liabilities of the Partnership or after the payment in the discretion of the General Partners of any debts and liabilities of the Partnership, and subject to the provisions of Section 2.04(b), shall be distributed among the Partners in the following amounts and order of priority: (a) To the Limited Partners, an amount equal to the sum of: (i) The Adjusted Invested Capital attributable to each Limited Partner; and (ii) The excess, if any, of an amount equal to 9% per annum cumulative (but not compounded) return on Adjusted Invested Capital, calculated from each Limited Partner's respective date of admission to the Partnership, over total prior distributions of Cash Available For Distribution with respect to the Units. (b) To the extent of any balance remaining, 85% to the Limited Partners to be shared on a pro rata basis in accordance with their respective ownership of Units and 15% to the General PartnerPartners. Provided, however, that notwithstanding the provisions of this Section 3.07 to the contrary, the General Partners shall receive at least 1% of the distributions of net proceeds from refinancing or net proceeds from the sale of properties. 3.07.4 Except as otherwise provided by this Agreement, profit or loss on the sale of properties shall be allocated to and among the Partners as follows: (a) Profit on the sale of properties shall first be allocated to each Partner with a negative Capital Account proratably in an amount equal to (or in proportion to if less than) the amount of the negative Capital Account of each Partner; (b) Profit on the sale of properties shall next be allocated to the Limited Partners until each Limited Partner's Capital Account shall be a positive amount equal to the sum of: (i) The Adjusted Invested Capital attributable to each Limited Partner; and (ii) The excess, if any, of an amount equal to 9% per annum cumulative (but not compounded) return on Adjusted Invested Capital, calculated from each Limited Partner's respective date of admission to the Partnership, over total prior distributions of Cash Available For Distribution with respect to the Units. (c) To the extent of any remaining profit on the sale of properties, 85% to the Limited Partners to be shared on a pro rata basis in accordance with their respective ownership of Units and 15% to the General Partners; (d) To the extent that there is a loss on the sale of properties arising from a transaction, such loss on the sale of properties shall be allocated among the Partners with positive balances in their Capital Capita Accounts pro rata in accordance with their respective positive balances until the aggregate positive balance of their Capital Accounts is reduced to zero, and any balance shall be allocated in accordance with the allocation of Net Profits and Net Loss pursuant to Section 3.07.1 3.07(1) hereof; (e) The provisions of this Section 3.07.4 notwithstanding, the General Partner shall be allocated at least 1% of the profit or loss on the sale of properties, and, to the extent possible, in characterizing the allocated profit on the sale of properties, that portion which constitutes ordinary income by reason of recapture of depreciation under Sections 1245 or 1250 of the Internal Revenue Code or investment tax credit recapturedepreciation, if any, shall be allocated among the Partners such that a Partner (or successor) who realized the benefit of the deduction or credit will bear the tax burden of the corresponding recapture. 3.07.5 A Capital Account shall be maintained by the Partnership on behalf of each Partner. The Capital Account of each Partner shall be credited with the amount of such Partner's capital contribution as such is contributed. The Capital Account of each Partner shall be credited with the amount of Net Profits Profit and profit on the sale of properties of the Partnership allocated to such Partner and shall be debited with the amount of Net Losses and loss on the sale of properties allocated to such Partner and with the amount of any distributions or return of capital made by the Partnership to such Partner. 3.07.6 The Capital Account of a Partner shall also be credited or debited, as the case may be, with items of income, expense, or other adjustments which do not enter into the calculation of Net Profits or Net Losses. The Capital Account of a transferor Partner shall become the Capital Account of the transferee Partner as it existed at the effective date of the transfer. Any special basis adjustment resulting from an a Internal Revenue Code Section 754 election shall not be taken into account for purposes of establishing and maintaining Capital Accounts pursuant to the terms of this Section 3.07.6. 3.07.7 If upon the liquidation of the Partnership, there is a deficit balance in the Capital Account of the General Partner, after making the allocations provided in this Agreement, then the General Partner will contribute an amount equal to such deficit balance in its Capital Account, provided that in no event shall the General Partner be required to contribute to the Partnership, as its pro rata share, more than 1% of the total capital contributed by the Partners plus four-fifths of the Cash Available For Distribution received by the General Partner pursuant this Agreement. 3.07.8 The provisions of this Agreement notwithstanding, the General Partners will receive at least 1% of the distributions of net proceeds from the sale of properties and, at such time as the Partnership is to be liquidated hereunder, such adjustments, if any, as are appropriate to properly reflect such minimum distribution shall be made with respect to the allocation of profit or loss on the sale of properties pursuant to Section 3.07.4 and with respect to the Capital Accounts of the Partners. Provided, further, that any deduction which might accrue to the Partnership and which is attributable to said 1% minimum distribution requirement shall be specially allocated to the General Partners. 3.07.9 The General Partners shall also distribute, after the completion of each calendar year, such amount of cash from sales or financing sufficient to allow a Limited Partner in a 36% federal tax bracket to pay the income taxes due with respect to net income derived by him from the disposition or financing of Partnership properties.

Allocation of Net Profits. and Net Losses and Distributions From Cash Available For Distribution. 3.07.1 Net Profits and Net Losses of the Partnership for each fiscal year of the Partnership shall be allocated 99% to the Limited Partners and 1% to the General Partner. Net Profits and Net Losses to be allocated to the Limited Partners will be allocated to Limited Partners based on the number of Units held by each Limited Partner and the period during the fiscal year that the Limited Partner owned the Units. Upon the transfer of a Partnership Unit, the transferor and the transferee shall be allocated a pro rata share of Net Profits and Net Losses based on the portion of the fiscal year that the transferred Unit was effectively held by the transferor and transferee, respectively. 3.07.2 Cash Available for Distribution, if any, shall be determined for each quarter month and, within 30 days after the close of each quartermonth, shall be distributed 9599% to the Limited Partners pro rata in accordance with their respective ownership of Units and 51% to the General Partner. Cash Available for Distribution shall be distributed to the persons who are Unit holders of record as of the last day of the quarter month for which such distribution is made. 3.07.3 Net proceeds from refinancing and net proceeds from the sale of properties, to the extent available for distribution after the establishment of any reserves that the General Partners may deem reasonably necessary for any contingent or future liabilities of the Partnership or after the payment in the discretion of the General Partners of any debts and liabilities of the Partnership, and subject to the provisions of Section 2.04(b), shall be distributed among the Partners in the following amounts and order of priority: (a) To the Limited Partners, an amount equal to the sum of: (i) The Adjusted Invested Capital attributable to each Limited Partner; and (ii) The excess, if any, of an amount equal to 9% per annum cumulative (but not compounded) return on Adjusted Invested Capital, calculated from each Limited Partner's respective date of admission to the Partnership, over total prior distributions of Cash Available For Distribution with respect to the Units. (b) To the extent of any balance remaining, 85% to the Limited Partners to be shared on a pro rata basis in accordance with their respective ownership of Units and 15% to the General Partner. Provided, however, that notwithstanding the provisions of this Section 3.07 to the contrary, the General Partners shall receive at least 1% of the distributions of net proceeds from refinancing or net proceeds from the sale of properties. 3.07.4 Except as otherwise provided by this Agreement, profit or loss on the sale of properties shall be allocated to and among the Partners as follows: (a) Profit on the sale of properties shall first be allocated to each Partner with a negative Capital Account proratably in an amount equal to (or in proportion to if less than) the amount of the negative Capital Account of each Partner; (b) Profit on the sale of properties shall next be allocated to the Limited Partners until each Limited Partner's Capital Account shall be a positive amount equal to the sum of: (i) The Adjusted Invested Capital attributable to each Limited Partner; and (ii) The excess, if any, of an amount equal to 9% per annum cumulative (but not compounded) return on Adjusted Invested Capital, calculated from each Limited Partner's respective date of admission to the Partnership, over total prior distributions of Cash Available For Distribution with respect to the Units. (c) To the extent of any remaining profit on the sale of properties, 85% to the Limited Partners to be shared on a pro rata basis in accordance with their respective ownership of Units and 15% to the General Partners;: (d) To the extent that there is a loss on the sale of properties arising from a transaction, such loss on the sale of properties shall be allocated among the Partners with positive balances in their Capital Accounts pro rata in accordance with their respective positive balances until the aggregate positive balance of their Capital Accounts is reduced to zero, and any balance shall be allocated in accordance with the allocation of Net Profits and Net Loss pursuant to Section 3.07.1 hereof; (e) The provisions of this Section 3.07.4 notwithstanding, the General Partner shall be allocated at least 1% of the profit or loss on the sale of properties, and, to the extent possible, in characterizing the allocated profit on the sale of properties, that portion which constitutes ordinary income by reason of recapture of depreciation under Sections 1245 or 1250 of the Internal Revenue Code or investment tax credit recapture, shall be allocated among the Partners such that a Partner (or successor) who realized the benefit of the deduction or credit will bear the tax burden of the corresponding recapture. 3.07.5 A Capital Account shall be maintained by the Partnership on behalf of each Partner. The Capital Account of each Partner shall be credited with the amount of such Partner's capital contribution as such is contributed. The Capital Account of each Partner shall be credited with the amount of Net Profits and profit on the sale of properties of the Partnership allocated to such Partner and shall be debited with the amount of Net Losses and loss on the sale of properties and with the amount of any distributions or return of capital made by the Partnership to such Partner. 3.07.6 The Capital Account of a Partner shall also be credited or debited, as the case may be, with items of income, expense, or other adjustments which do not enter into the calculation of Net Profits or Net Losses. The Capital Account of a transferor Partner shall become the Capital Account of the transferee Partner as it existed at the effective date of the transfer. Any special basis adjustment resulting from an Internal Revenue Code Section 754 election shall not be taken into account for purposes of establishing and maintaining Capital Accounts pursuant to the terms of this Section 3.07.6. 3.07.7 If upon the liquidation of the Partnership, there is a deficit balance in the Capital Account of the General Partner, after making the allocations provided in this Agreement, then the General Partner will contribute an amount equal to such deficit balance in its Capital Account, provided that in no event shall the General Partner be required to contribute to the Partnership, as its pro rata share, more than 1% of the total capital contributed by the Partners plus four-fifths of the Cash Available For Distribution received by the General Partner pursuant this Agreement. 3.07.8 The provisions of this Agreement notwithstanding, the General Partners will receive at least 1% of the distributions of net proceeds from the sale of properties and, at such time as the Partnership is to be liquidated hereunder, such adjustments, if any, as are appropriate to properly reflect such minimum distribution shall be made with respect to the allocation of profit or loss on the sale of properties pursuant to Section 3.07.4 and with respect to the Capital Accounts of the Partners. Provided, further, that any deduction which might accrue to the Partnership and which is attributable to said 1% minimum distribution requirement shall be specially allocated to the General Partners. 3.07.9 The General Partners shall also distribute, after the completion of each calendar year, such amount of cash from sales or financing sufficient to allow a Limited Partner in a 36% federal tax bracket to pay the income taxes due with respect to net income derived by him from the disposition or financing of Partnership properties.