Common use of Gain Clause in Contracts

Gain. Any remaining gain for any fiscal year or other period commencing on or after the Effective Date with respect to the sale, exchange or other disposition of Property (other than sales, exchanges or other dispositions in the ordinary course of business) shall be specially allocated in the following order and priority: (A) First, to the Members in an amount equal to the excess, if any, of (A) the cumulative Losses allocated to the Members pursuant to Section 1.2(b)(i) for all prior fiscal years or other periods, over (B) the sum of (1) the cumulative gain allocated to the Members pursuant to this Section 1.2(c)(ix)(A) for all prior fiscal years or other periods, and (2) the cumulative Profits allocated to the Members pursuant to Section 1.2(a)(i) for the current and all prior fiscal years or other periods (pro rata among them in proportion to each Member's excess amount); (B) Second, to the Members in an amount equal to the excess, if any, of (i) the cumulative distributions the Members have received pursuant to Section 1.1(a) during the current and all prior fiscal years or other periods, over (ii) the sum of (1) the cumulative gain allocated to the Members pursuant to this Section 1.2(c)(ix)(B) for all prior fiscal years or other periods, and (2) the cumulative Profits allocated to the Members pursuant to Section 1.2(a)(ii) for the current and all prior fiscal years or other periods (pro rata among them in proportion to each Member's excess amount); (C) Third, to each of the Owners in proportion to their Ownership Percentages until the cumulative gain allocated pursuant to this Section 1.2(c)(ix)(C) for the current and all prior fiscal years and other periods is equal to the aggregate amount the Owners have received or are entitled to receive pursuant to Section 1.1(b)(ii); and (D) Fourth, to the Members in proportion to their Ownership Percentages.

Gain. Any remaining gain for any fiscal year or other period commencing on or after the Effective Date with respect to the sale, exchange or other disposition of Property (other than sales, exchanges or other dispositions in the ordinary course of business) shall be specially allocated in the following order and priority: (A) First, to the Members Partners in an amount equal to the excess, if any, of (A) the cumulative Losses allocated to the Members Partners pursuant to Section 1.2(b)(i) for all prior fiscal years or other periods, over (B) the sum of (1) the cumulative gain allocated to the Members Partners pursuant to this Section 1.2(c)(ix)(A) for all prior fiscal years or other periods, and (2) the cumulative Profits allocated to the Members Partners pursuant to Section 1.2(a)(i) for the current and all prior fiscal years or other periods (pro rata among them in proportion to each MemberPartner's excess amount); (B) Second, to the Members Partners in an amount equal to the excess, if any, of (i) the cumulative distributions the Members Partners have received pursuant to Section 1.1(a) during the current and all prior fiscal years or other periods, over (ii) the sum of (1) the cumulative gain allocated to the Members Partners pursuant to this Section 1.2(c)(ix)(B) for all prior fiscal years or other periods, and (2) the cumulative Profits allocated to the Members Partners pursuant to Section 1.2(a)(ii) for the current and all prior fiscal years or other periods (pro rata among them in proportion to each MemberPartner's excess amount); (C) Third, to each of the Owners in proportion to their Ownership Percentages until the cumulative gain allocated pursuant to this Section 1.2(c)(ix)(C) for the current and all prior fiscal years and other periods is equal to the aggregate amount the Owners have received or are entitled to receive pursuant to Section 1.1(b)(ii); and (D) Fourth, to the Members Partners in proportion to their Ownership Percentages.