Common use of General Allocation Rules Clause in Contracts

General Allocation Rules. (a) Generally, all Profits and Losses allocated to the Members shall be allocated among them in proportion to their Percentage Interest, except as otherwise specifically provided under the terms of this Agreement. In the event Members are admitted to the Company pursuant to Article IX hereof on different dates during any Fiscal Year, the Profits (or Losses) allocated to the Members for each such Fiscal Year shall be allocated among the Members in proportion to the Percentage Interest that each Member holds from time to time during such Fiscal Year in accordance with Code Section 706, using any convention permitted by law and selected by the chief executive officer. In such event, subsequent allocations of Profits or Losses pursuant to Section 13.1 hereof shall be allocated (i) first, so as to offset the Profits (or Losses) allocated for such Fiscal Year or years and (ii) the balance, if any, to the Members in proportion to their Percentage Interests. (b) For purposes of determining the Profits, Losses or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly or other basis, using any method permissible under Code Section 706 and the Regulations thereunder. (c) For purposes of determining the Members’ proportionate shares of the “excess nonrecourse liabilities” of the Company within the meaning of the Regulations, their respective interests in Member profits shall be in the same proportions as their Percentage Interests. (d) The Members are aware of the income tax consequences of the allocations made by this Article XIII and hereby agree to be bound by the provisions of this Article XIII in reporting their distributive shares of the Company’s taxable income and loss for income tax purposes. (e) The chief executive officer shall make such other special allocations as are required in order to comply with any mandatory provision of applicable Regulations or to reflect a Member’s economic interest in this the Company determined with reference to such Member’s right to receive distributions from the Company and such Member’s obligation to pay its expenses and liabilities.