Common use of Allocations of Profits and Losses Clause in Contracts

Allocations of Profits and Losses. After giving effect to the allocations under Section A-4.1, Profits and Losses (and to the extent determined by the Managing Partner to be necessary and appropriate to achieve the resulting capital account balances described below, any allocable items of gross income, gain, loss and expense includable in the computation of Profits and Losses) for each Allocation Period shall be allocated among the Partners during such Allocation Period, in such a manner as shall cause the capital accounts of the Partners (as adjusted to reflect all allocations under Section A-4 and all distributions through the end of such Allocation Period) to equal, as nearly as possible, (a) the amount such Partners would receive if all assets of the C.V. on hand at the end of such Allocation Period were sold for cash equal to their Book Values, all Obligations of the C.V. were satisfied in cash for an amount equal to their Book Values (limited in the case of non-recourse debt to the Book Value of the property securing such debt), and all remaining or resulting cash were distributed to the Partners in accordance with their Percentage Interests minus (b) such Partner’s share of Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Partner is treated as obligated to contribute to the C.V., computed immediately after the hypothetical sale of assets.

Appears in 6 contracts

Samples: Agreement (Frank's International N.V.), Agreement (Frank's International N.V.), Formation Agreement (Frank's International N.V.)

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Allocations of Profits and Losses. After giving effect to the allocations under Section A-4.15.3, Profits and Losses (and to the extent determined by the Managing Partner to be necessary and appropriate by the General Partner to achieve the resulting capital account Capital Account balances described below, any allocable items of gross income, gain, loss and expense includable in the computation of Profits and Losses) for each Allocation Period shall be allocated among the Partners during such Allocation Period, in such a manner as shall cause the capital accounts Capital Accounts of the Partners (as adjusted to reflect all allocations under Section A-4 5.3 and all distributions through the end of such Allocation Period) to equal, as nearly as possible, (a) the amount such Partners would receive if all assets of the C.V. Partnership on hand at the end of such Allocation Period were sold for cash equal to their Book Values, all Obligations liabilities of the C.V. Partnership were satisfied in cash for an amount equal to in accordance with their Book Values terms (limited in the case of non-recourse debt liabilities to the Book Value of the property securing such debt), liabilities) and all remaining or resulting cash were distributed to the Partners in accordance with their Percentage Interests Section 5.1(b) minus (b) such Partner’s share of Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Partner is treated as obligated to contribute to the C.V.Partnership, computed immediately after the hypothetical sale of assets.

Appears in 2 contracts

Samples: GPM Contribution Agreement (ARKO Corp.), GPM Contribution Agreement (GPM Petroleum LP)

Allocations of Profits and Losses. After giving effect to the allocations under Section A-4.16.3, Profits and Losses (and to the extent determined necessary and appropriate by the Managing Partner to be necessary and appropriate Member to achieve the resulting capital account Capital Account balances described below, any allocable items of gross income, gain, loss and expense includable in the computation of Profits and Losses) for each Allocation Period shall be allocated among the Partners Members during such Allocation Period, in such a manner as shall cause the capital accounts Capital Accounts of the Partners Members (as adjusted to reflect all allocations under Section A-4 6.3 and all distributions through the end of such Allocation Period) to equal, as nearly as possible, (a) the amount such Partners Members would receive if all assets of the C.V. Company on hand at the end of such Allocation Period were sold for cash equal to their Book ValuesValues taking into account any adjustments thereto for such Allocation Period, all Obligations liabilities of the C.V. Company were satisfied in cash for an amount equal to in accordance with their Book Values terms (limited in the case of non-recourse debt liabilities to the Book Value of the property securing such debt), liabilities) and all remaining or resulting cash (including any Unvested Reallocated Distribution Amount) were distributed to the Partners in accordance with their Percentage Interests Members under Section 12.2(c)(iii) minus (b) such PartnerMember’s share of Minimum Gain and Partner Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Partner Member is treated as obligated to contribute to the C.V.Company, computed immediately after the hypothetical sale of assets.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Antero Resources Midstream Management LLC)

Allocations of Profits and Losses. After giving effect to the allocations under Section A-4.1, Profits and Losses (and to the extent determined by the Managing Partner to be necessary and appropriate to achieve the resulting capital account balances described below, any allocable items of gross income, gain, loss and expense includable in the computation of Profits and Losses) for each Allocation Period shall be allocated among the Partners during such Allocation Period, in such a manner as shall cause the capital accounts of the Partners (as adjusted to reflect all allocations under Section A-4 and all distributions through the end of such Allocation Period) to equal, as nearly as possible, (a) the amount such Partners would receive if all assets of the C.V. on hand at the end of such Allocation Period were sold for cash equal to their Book Values, all Obligations of the C.V. were satisfied in cash for an amount equal to their Book Values (limited in the case of non-recourse debt to the Book Value of the property securing such debt), and all remaining or resulting cash (including any Retained Distributions) were distributed to the Partners in accordance with their Percentage Interests minus (b) such Partner’s share of Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Partner is treated as obligated to contribute to the C.V., computed immediately after the hypothetical sale of assets.

Appears in 1 contract

Samples: Agreement (Frank's International N.V.)

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Allocations of Profits and Losses. After giving effect to the allocations under Section A-4.1, Profits and Losses (and to the extent determined by the Managing Partner to be necessary and appropriate to achieve the resulting capital account balances described below, any allocable items of gross income, gain, loss and expense includable in the computation of Profits and Losses) for each Allocation Period shall be allocated among the Partners during such Allocation Period, in such a manner as shall cause the capital accounts of the Partners (as adjusted to reflect all allocations under Section A-4 and all distributions through the end of such Allocation Period) to equal, as nearly as possible, (a) the amount such Partners would receive if all assets of the C.V. on hand at the end of such Allocation Period were sold for cash equal to their Book Values, all Obligations liabilities of the C.V. were satisfied in cash for an amount equal to in accordance with their Book Values terms (limited in the case of non-recourse debt liabilities to the Book Value of the property securing such debtliabilities), and all remaining or resulting cash (including any Retained Distributions) were distributed to the Partners in accordance with their Percentage Interests minus (b) such Partner’s share of Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Partner is treated as obligated to contribute to the C.V., computed immediately after the hypothetical sale of assets.

Appears in 1 contract

Samples: Agreement (Frank's International N.V.)

Allocations of Profits and Losses. After giving effect to the allocations under Section A-4.16.02, Profits and Losses (and to the extent determined by the Managing Partner to be necessary and appropriate by the Manager to achieve the resulting capital account Capital Account balances described below, any allocable items of gross income, gain, loss and expense or deduction includable in the computation of Profits and Losses) for each Allocation Period shall be allocated among the Partners Members during such Allocation Period, in such a manner as shall cause the capital accounts Capital Accounts of the Partners Members (as adjusted to reflect all allocations under Section A-4 6.02 and all distributions through the end of such Allocation Period) to equal, as nearly as possible, (a) the amount such Partners Members would receive if all assets of the C.V. Company on hand at the end of such Allocation Period were sold for cash equal to their Book Values, all Obligations liabilities of the C.V. Company were satisfied in cash for an amount equal to in accordance with their Book Values terms (limited in the case of non-recourse debt liabilities to the Book Value of the property securing such debtliabilities), and all remaining or resulting cash were distributed to the Partners in accordance with their Percentage Interests Members under Section 7.01, minus (b) the sum of (i) such PartnerMember’s share of Minimum Gain and Partner Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, assets and (ii) the amount any such Partner Member is treated as obligated to contribute to the C.V.Company, computed immediately after the hypothetical sale of assets. Notwithstanding anything to the contrary in this Agreement, the Manager may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account such facts and circumstances as the Manager reasonably deems relevant for this purpose.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Laredo Oil, Inc.)

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