Common use of Allocations of Net Profit and Net Loss Clause in Contracts

Allocations of Net Profit and Net Loss. After giving effect to the special allocations set forth in Sections 7.3(b), (c), (d), (e), (f), (g), (h), and (j), Net Profit and Net Loss for any taxable year or other applicable period shall be allocated as set forth below. (i) Net Profit shall be allocated: (A) First, 99% to the Limited Partners (in proportion to the number of Units held by each Limited Partner as compared to the aggregate Units held by all Limited Partners) and 1% to the General Partner, to the extent of the LP Target Distribution Amount; (B) Second, 100% to the General Partner until its Capital Account balance equals 40% of the Partners’ aggregate Capital Account balance, taking into account any proposed distributions and allocations for the current taxable year or other applicable period; and (C) Thereafter, 60% to the Limited Partners (in proportion to the number of Units held by each Limited Partner as compared to the aggregate Units held by all Limited Partners), and 40% to the General Partner. (ii) Net Loss shall be allocated: (A) First, 60% to the Limited Partners (in proportion to the number of Units held by each Limited Partner as compared to the aggregate Units held by all Limited Partners) and 40% to the General Partner, until the cumulative amount of Net Loss allocated pursuant to this Section 7.3(a)(ii)(A) for the current taxable year or other applicable period and all previous taxable years or other applicable periods is equal to the cumulative amount of Net Profit allocated to each of the Partners pursuant to Section 7.3(a)(i)(C) for all previous taxable years or other applicable periods; (B) Second, to the General Partner, until the aggregate amount of Net Loss allocated pursuant to this Section 7.3(a)(ii)(B) for the current taxable year or other applicable period and all previous taxable years or other applicable periods is equal to the cumulative amount of Net Profit allocated to the General Partner pursuant to Section 7.3(a)(i)(B) for all previous taxable years or other applicable periods; (C) Thereafter, 99% to the Limited Partners (in proportion to the number of Units held by each Limited Partner as compared to the aggregate Units held by all Limited Partners) and 1% to the General Partner. (iii) Notwithstanding anything to the contrary in Section 7.3(a), no Partner shall be allocated any Net Loss for any taxable year or other applicable period to the extent that such allocation would result in such Partners having an Adjusted Capital Account Deficit as of the end of such taxable year or other applicable period and the other Partners having a positive Capital Account balance at the end of such taxable year or other applicable period. Any Net Loss not allocated to a Partner pursuant to the preceding sentence shall be allocated to the other Partners until their Capital Account balance has been reduced to zero, provided that, notwithstanding anything to the contrary in Section 7.3(a), any Net Profit for any subsequent taxable year or other applicable period that would have been allocated to a Partner to which Net Loss would have been allocated but for the effect of the first sentence of this Section 7.3(a)(iii) shall be allocated to the other Partners to the extent of the aggregate amount of Net Loss allocated to such other Partners pursuant to the first sentence of this Section 7.3(a)(iii).