Common use of Allocations in General Clause in Contracts

Allocations in General. For each Allocation Period, after taking into account all Capital Contributions and distributions during such Allocation Period, and after making any allocations pursuant to Section 4.02, Company Profits or Company Losses (as applicable) shall be allocated (and, to the extent necessary or required by the Code or Treasury Regulations, items of income, gain, loss or deduction shall be specially allocated, in all respects as determined by the Board of Managers) in a manner such that, after such allocations have been made, each Member’s Capital Account is as nearly as possible equal to: (a) the amount that would be distributed to such Member if (i) the Company sold all of its assets for an amount of cash equal to their respective Book Values (giving effect to all adjustments thereto for such period), (ii) all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Values of the assets securing such liability), and (iii) the remaining assets of the Company were distributed to the Members in accordance with Section 5.02, less (b) the sum of such Member’s share of “partnership minimum gain” (within the meaning of Treasury Regulations § 1.704-2(b)(2)) and “partner nonrecourse debt minimum gain” (within the meaning of Treasury Regulations § 1.704-2(i)(2)). Notwithstanding any other provision of this Agreement, in no event shall Company Losses (or any items of loss or deduction) be allocated to a Member for any Allocation Period if and to the extent such allocation would result in such Member having a Deficit Capital Account as of the end of such Allocation Period.

Allocations in General. For each Allocation Period, after taking into account all Capital Contributions and distributions during such Allocation Period, and after making any allocations pursuant to Section 4.02, Company Profits or Company Losses (as applicable) shall be allocated (and, to the extent necessary or required by the Code or Treasury Regulations, items of income, gain, loss or deduction shall be specially allocated, in all respects as determined by the Board of Managers) in a manner such that, after such allocations have been made, each Member’s Capital Account is as nearly as possible equal to: (a) the amount that would be distributed to such Member if (i) the Company sold all of its assets for an amount of cash equal to their respective Book Values (giving effect to all adjustments thereto for such period), (ii) all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Values of the assets securing such liability), and (iii) the remaining assets of the Company were distributed to the Members in accordance with Section 5.02, less (b) the sum of such Member’s share of “partnership minimum gain” (within the meaning of Treasury Regulations § §1.704-2(b)(2)) and “partner nonrecourse debt minimum gain” (within the meaning of Treasury Regulations § §1.704-2(i)(2)). Notwithstanding any other provision of this Agreement, in no event shall Company Losses (or any items of loss or deduction) be allocated to a Member for any Allocation Period if and to the extent such allocation would result in such Member having a Deficit Capital Account as of the end of such Allocation Period.

Allocations in General. For each Allocation Period, after taking into account all Capital Contributions and distributions during such Allocation Period, and after making any allocations pursuant to Section 4.02, Company Profits or Company Losses (as applicable) shall be allocated (and, to the extent necessary or required by the Code or Treasury Regulationsappropriate, items of income, gain, loss loss, or deduction shall be specially allocated, in all respects as determined by the Board of ManagersManager) in a manner such that, after such allocations have been made, each Member’s Capital Account is as nearly as possible equal to: (a) the amount that would be distributed to such Member if (i) the Company sold all of its assets for an amount of cash equal to their respective Book Values (giving effect to all adjustments thereto for such period), (ii) all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Values of the assets securing such liability), and (iii) the remaining assets of the Company were distributed to the Members in accordance with Section 5.02, ; less (b) the sum of such Member’s share of “partnership minimum gain” (within the meaning of Treasury Regulations § 1.704-2(b)(2)) and “partner nonrecourse debt minimum gain” (within the meaning of Treasury Regulations § 1.704-2(i)(2)). Notwithstanding any other provision of this Agreement, in no event shall Company Losses (or any items of loss or deduction) be allocated to a Member for any Allocation Period if and to the extent such allocation would result in such Member having a Deficit Capital Account as of the end of such Allocation Period.