Distributions Allocation of Profits and Losses Sample Clauses

Distributions Allocation of Profits and Losses. Distributions shall be made by the Company to the Members at the times and in the amounts as may from time to time be determined by the Board of Managers. Distributions shall be made to each Member based on the Percentage Interest held by such Member on the date of such distribution.
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Distributions Allocation of Profits and Losses. 7.1. Division or Share of Profits Any profits of the Joint Venture shall be allocated among the Joint Venturers in the following percentages unless that percentage is changed pursuant to the terms of this Agreement: Roy’s 50 % Outback 50 %
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Distributions Allocation of Profits and Losses. CAPITAL ACCOUNTS 8 6.1 Cash Available for Distribution 8 6.2 Allocation of Profits and Losses 8 6.3
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Distributions Allocation of Profits and Losses. 8 Section 7.1 Distributions 8 Section 7.2 Form of Distribution 8 Section 7.3 Allocation of Profits and Losses 8
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Distributions Allocation of Profits and Losses. CAPITAL ACCOUNTS shall be amended at 6.1(a)(i) and (ii) and 6.2(a)(iii) as follows:
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Distributions Allocation of Profits and Losses. 5 Section 2.1 Distributions 5 Section 2.2 Allocations Generally 8 Section 2.3 Tax Allocations 10 Section 2.4 Withholding and other Tax Payments 10 Section 2.5 No Interest; No Return of Capital 11 Article III Fiscal Matters 11 Section 3.1 Partnership Representative 11 Section 3.2 Certain Tax Matters and Tax Elections 11 Section 3.3 Fiscal and Tax Year; Auditor 11 Section 3.4 Books and Records 12 Section 3.6 Additional Information; Access 13 Article IV Administration and Management 13 Section 4.1 Management 13 Section 4.2 Debt Financing 16 Section 4.3 Limitation of Liability 17 Section 4.4 Indemnification 17 Section 4.5 D&O Insurance 19 Section 4.6 Other Activities 19 Section 4.7 Confidentiality 20 Section 4.8 Subordinated Credit Agreement 21 Section 4.9 Admission of New Members 22 Article V Meetings and Voting 22 Section 5.1 Meetings of Members 22 Section 5.2 Meetings of the Board 23 Section 5.3 Participation in Meetings; Proxies; Enhanced Vote 24 Section 5.4 No Voting Agreements 24 Article VI Transfers 24 Section 6.1 No Transfers 24 Section 6.2 Certain Transfers; Effect 25 Section 6.3 Right of First Offer 26 Section 6.4 Tag-Along Rights 28 Section 6.5 Drag-Along Rights 29 Section 6.6 Put Right for Units 31 Section 6.7 Call Right for Units 32 Section 6.8 Determination of Fair Market Value 32 Section 6.9 Approved Sale 34 Article VII Dissolution; Liquidation 36 Section 7.1 Dissolution 36 Section 7.2 Liquidation and Distribution 36 Section 7.3 Certificate of Cancellation 37 Article VIII Miscellaneous 37 Section 8.1 Certain Interpretive Matters 37 Section 8.2 Notices 38 Section 8.3 Assignment 38 Section 8.4 No Third Party Beneficiary 38 Section 8.5 Entire Agreement 39 Section 8.6 Amendment; Waiver 39 Section 8.7 Specific Performance 39 Section 8.8 Counterparts 39 Section 8.9 Governing Law; Dispute Resolution 40 Section 8.10 Waiver of Jury Trial 42 Section 8.11 Severability 43 Section 8.12 No Presumption 43 Section 8.13 Exercise of Contractual Rights 43 EXHIBITS Exhibit A - Definitions Exhibit B - Periodic Financial Information Exhibit C - Form of MSGE Promissory Note Exhibit D - Hakkasan Parent Restrictions Exhibit E - Joinder Agreement Schedule 1.2(a) - Register of Members Schedule 1.3(c) - Capital Accounts Schedule 4.1(a) - TAO Directors Schedule 4.1(b) - Hakkasan Parent Director and Observer Schedule 4.7(b) - Certain Names Schedule 6.3 - Hakkasan Parent Prohibited Persons Schedule 6.4 - TAO Prohibited Persons Schedule 6.8(b) - Qualified Independent Investmen...
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Distributions Allocation of Profits and Losses 
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Related to Distributions Allocation of Profits and Losses

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Profits and Losses Distributions Until the admission of additional Members, the Original Member shall be entitled to all allocations of LLC profits and losses and to allocations of distributions.

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

  • Profits and Losses For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Board. In each year, profits and losses shall be allocated entirely to the Member.

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • Distributions and Allocations All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) and all allocations of income, profits, and loss shall be made 100% to the Member in accordance with its Membership Interest. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Member from the Company shall be treated as amounts distributed to the Member pursuant to this Section 7.3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.

  • Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.

  • Allocation of Profits Profits for any Year shall be allocated in the following order and priority:

  • Allocation of Profit or Loss All Profit or Loss shall be allocated to the Member.

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