Common use of Allocations in General Clause in Contracts

Allocations in General. Subject to the provisions of this Article X and to the provisions of Section 14.3(b) hereof, all items of income, expense, gain, loss and credit of the Company included in the definition of “Net Income” and “Net Loss” shall be allocated among the Members as follows: (a) Net Income for any period shall be allocated (1) first, in the reverse order of prior allocations of Net Loss, if any, under Section 10.1(b)(4), 10.1(b)(3) and 10.1(b)(2), respectively, to the extent such allocations of Net Loss have not previously been taken into account under this Section 10.1(a)(1), (2) second, to the Series B Members, in proportion to, but only to the extent of, the Series B Preferred Return allocable to their respective Series B Preferred Units (net of any prior allocations of Net Income under this Section 10.1(a)(2), but only to the extent such prior allocations have not been reversed under Section 10.1(b)(1)); (3) third, to the Series A Members, in proportion to, but only to the extent of, the Series A Preferred Return allocable to their respective Series A Preferred Units (net of any prior allocations of Net Income under this Section 10.1(a)(3), but only to the extent such prior allocations have not been reversed under Section 10.1(b)(1)), and (4) fourth, pro rata among the Members based on the number of Units held by each; (b) Net Loss for any period shall be allocated (1) first, in the reverse order of prior allocations, if any, of Net Income under Sections 10.1(a)(4), 10.1(a)(3) and 10.1(a)(2) to the extent such allocations of Net Income have not previously been taken into account under this Section 10.1(b)(1), (2) second, pro rata among the Series A Members in proportion to their positive Economic Capital Accounts, (3) third, pro rata among the Series B Members in proportion to their positive Economic Capital Accounts, and (4) fourth, pro rata among the Members based on the number of Units held by each; (c) credits for any period shall be allocated in proportion to the allocation of the respective items of income or deduction giving rise to such credits; and (d) notwithstanding subsections (a) and (b), items of gross income and expense (computed with the adjustments set forth in the definition of “Net Income” and “Net Loss”) for any period in which there is a Sale of the Company shall be allocated so that, as nearly as possible, the Capital Account of each Member immediately prior to any distribution pursuant to Section 11.3 or Section §14.3(b) is equal to the amount distributable to such Member pursuant to Section 11.3 or Section §14.3(b).