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Priority Allocations
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Priority Allocations
. (A) If the
amount of cash
or the
Net Agreed Value
of any property
distributed
(except cash or property distributed pursuant to
Section 12.4
) with respect to
a Unit
exceeds
the amount of cash or the Net Agreed
Value of property
distributed with respect to another Unit (the amount of
the excess
, an “Excess Distribution” and
the Unit
with respect to which the
greater
distribution is
paid
, an “
Excess Distribution Unit
”), then (1) there shall be
allocated
gross
income and gain
to each
Unitholder
receiving
an Excess Distribution with respect to the Excess Distribution Unit until the
aggregate amount
of such
items
allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for
the current
taxable period and all previous
taxable periods
is
equal to
the amount of the Excess Distribution; and (2)
the General Partner
shall be allocated gross income and gain
with respect to each
such Excess Distribution in an amount equal to
the product
obtained by multiplying (
aa
) the
quotient
determined
by dividing (x) the General Partner’s
Percentage Interest
at the time
when the Excess Distribution occurs by (y)
a percentage
equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb)
the total amount
allocated
in clause
(1) above with respect to such Excess Distribution.
Sample 1
Sample 2
Sample 3
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Priority Allocations
. (A) If the
amount of cash
or the
Net Agreed Value
of any property
distributed
(except cash or property distributed pursuant to
Section 12.4
) to any Unitholder
with respect to
its Units for a
taxable year
is
greater
(on a
per Unit basis
) than the amount of cash or the Net Agreed
Value of property
distributed to the
other Unitholders
with respect to their Units (on a per Unit basis), then (1) each Unitholder
receiving
such greater cash or
property distribution
shall be
allocated
gross income
in an amount
equal to
the product
of (
aa
) the amount by which
the distribution
(on a per Unit basis) to such Unitholder
exceeds
the distribution (on a per Unit basis) to
the Unitholders
receiving the smallest distribution and (bb) the number of Units
owned by
the Unitholder receiving the greater distribution; and (2)
the General Partner
shall be allocated gross income in an
aggregate amount
equal to the product obtained by multiplying (aa) the
quotient
determined
by dividing (x) the General Partner’s
Percentage Interest
at the
time in
which the greater cash or property distribution occurs by (y) the
sum of
100 less the General Partner’s Percentage Interest at the time in which the greater cash or property distribution occurs times (bb) the sum of the
amounts
allocated
in clause
(1) above.
Sample 1
Sample 2
Sample 3
See All (211)
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Priority Allocations
. First, if the
amount of cash
or the
Net Agreed Value
of any property
distributed
(except cash or property distributed pursuant to
Section 14.3
or 14.4) to any Limited Partner
holding
Common Units
with respect to
a
taxable year
is
greater
(on a
per Unit basis
) than the amount of cash or the Net Agreed
Value of property
distributed to the
other Limited Partners
holding Common Units (on a per Unit basis), then (1) each Limited Partner holding Common Units
receiving
such greater cash or
property distribution
shall be allocated
gross income
in an amount
equal to
the product
of (
aa
) the amount by which
the distribution
(on a per Unit basis) to such Limited Partners holding Common Units
exceeds
the distribution (on a per Unit basis) to the Limited Partner holding Common Units receiving the smallest distribution and (bb) the number of Units
owned by
the Limited Partners
holding Common Units receiving the greater distribution; and (2) the General Partner shall be allocated gross income in an
aggregate amount
equal to the
sum of
the
amounts
allocated
in clause
(1) above multiplied by the
Percentage Interest
of its
General Partner Interest
,
divided by
100% less the Percentage
Interest of the General Partner
Interest.
Second
, gross income for the taxable period shall be allocated 100% to the Limited Partners holding
Senior Units
,
Pro Rata
, until the aggregate amount of such items
allocated to
the Limited Partners holding Senior Units, Pro Rata, under this
paragraph
(
iii
) for
the current
taxable period and all previous
taxable periods
is equal to the
cumulative amount
of cash distributed to the Limited Partners holding Senior Units, Pro Rata,
pursuant to Sections
5.4 and 5.5(a) for the current and all previous taxable periods. All or
a portion
of the
remaining items
of
Partnership
gross
income or gain
for the taxable period, if any, shall be allocated 100% to the
Special Limited Partners
, Pro Rata, until the aggregate amount of such items allocated to the Special Limited Partners, Pro Rata, under this paragraph (iii) for the current taxable period and all previous taxable periods is equal to the cumulative amount of cash distributed to the Special Limited Partners, Pro Rata, from
the Initial Closing Date
through the
end of
such taxable period.
Sample 1
Sample 2
Sample 3
See All (13)
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Priority Allocations
. If the
amount of cash
or the
Net Agreed Value
of any property
distributed
(except cash or property distributed or
deemed
distributed
pursuant to Section
5.4(a) of
this Agreement
with respect to
Class B Units
or
Privately Placed Units
, or Section 10.3 of this Agreement) to any holder of Class B Units with respect to its Class B Units for a
taxable year
is
greater
(on a
per Class
B Unit basis) than the amount of cash or the Net Agreed
Value of property
distributed to
the Unitholders
with respect to their Units (on a
per Unit basis
), then
each holder
of Class B Units
receiving
such greater cash or
property distribution
shall be
allocated
gross income
in an amount
equal to
the product
of (a) the amount by which
the distribution
(on a per Class B Unit basis) to such holder of Class B Units
exceeds
the distribution (on a per Unit basis) to the Unitholders and (b) the
number of
Class B Units owned
by the holder
of Class B Units.
Sample 1
Sample 2
Sample 3
See All (13)
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Priority Allocations
. If the
amount of cash
distributed
to any Trust Unitholder
with respect to
its
Trust Units
for any
Allocation Year
is
greater
(on a per Trust Unit
basis
) than the amount of cash distributed to any
other Trust
Unitholder with respect to its Trust Units (on a per Trust Unit basis), then there shall be
allocated
gross
income and gain
to each Trust Unitholder
receiving
such greater cash or
property distribution
until the
aggregate amount
of such
items
allocated
pursuant to
this
Section
3(b)(iii) for the
current Allocation
Year to such Trust Unitholder is
equal to
the product
of (
aa
) the amount by which
the distribution
(on a per Trust Unit basis) to such Trust Unitholder
exceeds
the distribution (on a per Trust Unit basis) to the
Trust Unitholders
receiving the smallest distribution and (bb) the
number of
Trust Units with respect to which such Trust Unitholder
receives
the greater distribution.
In the event
and
to the extent
that the
allocations
required by
this Section 3(b)(iii), cannot be made due to an
insufficiency
of
income or gain
available
for allocation hereunder, such unfulfilled allocations shall be
treated
as being required pursuant to this Section 3(b)(iii) in the next
succeeding
Allocation Year (and thereafter until made).
Sample 1
Sample 2
Sample 3
See All (12)
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Priority Allocations
.
Items
of
Partnership
gross
income or gain
for the
taxable period
shall be allocated
to the Partners
until the
cumulative amount
of such items allocated to each Partner pursuant to this Section 4.2(b)(iii) for
the current
and all previous taxable
years
equals
the cumulative
amount of distributions
made to such Partner
pursuant to Section
5.02(a) for the current and all previous taxable years.
Sample 1
Sample 2
Sample 3
See All (8)
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Priority Allocations
.
Items
of
Partnership
gross
income or gain
for the taxable period, if any, shall be allocated to the
holders of
Incentive Distribution Units
,
Pro Rata
, until the
aggregate amount
of such items allocated to the holders of Incentive Distribution Units
pursuant to
this
Section
6.1(c)(iii) for
the current
taxable period and all previous
taxable periods
is
equal to
the
cumulative amount
of all
Incentive Distributions
made to the holders of Incentive Distribution Units
from the Effective Date
to a date 45
days after
the
end of
the current taxable period.
Sample 1
Sample 2
Sample 3
See All (8)
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Priority Allocations
. If the
amount of cash
or the
Net Agreed Value
of any property
distributed
(except cash or property distributed pursuant to
Section 12.4
) to any Unitholder
with respect to
its Units (other than to the
Series A Preferred Unitholders
, the Series B Preferred Unitholders, and the Series C Preferred Unitholders with respect to the
Series A Preferred Units
, the
Series B Preferred Units
, and the
Series C Preferred Units
, respectively) for a taxable year is
greater
(on a
per Unit basis
) than the amount of cash or the Net Agreed
Value of property
distributed to the
other Unitholders
(other than the Series A Preferred Unitholders, the Series B Preferred Unitholders, and the Series C Preferred Unitholders) with respect to their Units (on a per Unit basis), then there shall be
allocated
income and gain
to each Unitholder
receiving
such greater cash or
property distribution
until the
aggregate amount
of such
items
allocated pursuant to this Section 6.1(d)(iii) for the
current taxable year
and all previous taxable
years
is
equal to
the product
of (
aa
) the amount by which
the distribution
(on a per Unit basis) to such Unitholder
exceeds
the distribution (on a per Unit basis) to
the Unitholders
(other than to the Unitholders
holding
Series A Preferred Units, Series B Preferred Units, or Series C Preferred Units) receiving the smallest distribution and (bb) the number of Units
owned by
the Unitholder receiving the greater distribution.
Sample 1
Sample 2
Sample 3
See All (6)
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Priority Allocations
. (A) If the
amount of cash
or the
Net Agreed Value
of any property
distributed
(except cash or property distributed pursuant to
Section 12.4
) to any Unitholder
with respect to
its Units or
Class A Units
, as
the case
may be for a
taxable year
is
greater
(on a
per Unit basis
or
per Class
A Unit basis, as the case may be) than the amount of cash or the Net Agreed
Value of property
distributed to the
other Unitholders
with respect to their Units or Class A Units, as the case may be (on a per Unit basis or a per Class A Unit basis, as the case may be), then each Unitholder
receiving
such greater cash or
property distribution
shall be
allocated
gross income
in an amount
equal to
the product
of (1) the amount by which
the distribution
(on a per Unit basis or per Class A Unit basis, as the case may be) to such Unitholder
exceeds
the distribution (on a per Unit basis or per Class A Unit basis, as the case may be) to
the Unitholders
receiving the smallest distribution and (2) the
number of Units
or Class A Units, as the case may be,
owned by
the Unitholder receiving the greater distribution.
Sample 1
Sample 2
See All (6)
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Priority Allocations
. (A) If the
amount of cash
or the
Net Agreed Value
of any property
distributed
(except cash or property distributed
pursuant to Sections
14.3 or 14.4) to any Limited Partner
holding Units
(other than a Series 1 Preferred Unit,
a Class
D Unit, a Class E Unit or an Incentive Distribution Unit) during a
taxable year
is
greater
(on a
per Unit basis
) than the amount of cash or the Net Agreed
Value of property
distributed to the
other Limited Partners
holding Units (other than (i)
Series 1 Preferred Units
, (ii)
Class D Units
, (
iii
)
Class E Units
, (iv) I-Units (on a per Unit basis) or (v)
Incentive Distribution Units
) (the amount of
the excess
, an “Excess Distribution”) and
the Unit
with respect to
which the greater distribution is
paid
, an “
Excess Distribution Unit
”), then (1) there shall be
allocated
gross
income and gain
to each
Unitholder
receiving
an Excess Distribution with respect to the Excess Distribution Unit until the
aggregate amount
of such
items
allocated with respect to such Excess Distribution Unit pursuant to this Section 5.1(d)(i)(A) for
the current
taxable period and all previous
taxable periods
is
equal to
the amount of the Excess Distribution; and (2)
the General Partner
shall be allocated gross income and gain in an amount equal to 2.04082% of the
sum of
the
amounts
allocated
in clause
(1) above.
Sample 1
Sample 2
See All (6)
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