Common use of Allocations in General Clause in Contracts

Allocations in General. The Profits and Losses of the Company for any relevant fiscal period shall be allocated to the Capital Accounts of the Members so as to ensure, to the extent possible, that the Capital Accounts of the Members as of the end of such fiscal period, as increased by the Members’ shares of “minimum gain” and “partner minimum gain” (as such terms are used in Regulation Section 1.704-2) not otherwise required to be taken into account in such period, are equal to the aggregate distributions that Members would be entitled to receive if all of the assets of the Company were sold for their Gross Asset Values (assuming for this purpose only that the Gross Asset Value of an asset that secures a non-recourse liability for purposes of Regulation Section 1.1001-2 is no less than the amount of such liability that is allocated to such asset in accordance with Regulation Section 1.704-2(d)(2)), all liabilities of the Company were repaid from the proceeds of sale and the net remaining proceeds were distributed as of the end of such fiscal period in accordance with Section 9.01. The allocations made pursuant to this Section 9.06 are intended to comply with the provisions of Section 704(b) of the Code and the Treasury Regulations thereunder and, in particular, to reflect the Members’ economic interests in the Company as set forth in this Article 9, and this Section 9.06 shall be interpreted in a manner consistent with such intention.