Common use of General Allocation Rule Clause in Contracts

General Allocation Rule. Except as otherwise provided in this Agreement, Profits or Losses and, to the extent necessary, individual items of income, gain, loss or deduction of the Company, shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation and after taking into account amounts specially allocated pursuant to the Tax and Regulatory Allocations set forth in Exhibit C, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Member pursuant to Article 8 and Article 12 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their book value (as maintained for Capital Account Purposes), all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the book value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Article 8 and Article 12 immediately after making such allocation, minus (ii) such Member’s share of Company minimum gain (as determined in Section C.1.1 of Exhibit C) and Member nonrecourse debt minimum gain (as determined in Section C.1.2 of Exhibit C), computed immediately prior to the hypothetical sale of assets.