Allocations to Capital Accounts. Allocation of Net Income and Net Loss shall be made as provided in this Article VI.
Allocations to Capital Accounts. The Board shall allocate the income and loss of the Company for U.S. federal income tax purposes in a manner so as to give economic effect to the distribution and other provisions of this Agreement, and shall make such allocations in its discretion and in consultation with its tax advisors. It is the intention of the parties that, to the extent possible and consistent with the economics of this Agreement, the allocations made by the Board be respected for U.S. federal income tax purposes, and in furtherance of this intention a “qualified income offset provision” and any such other provision described in applicable regulations and deemed desirable by the Board shall be incorporated by reference into this Agreement. Notwithstanding any implication to the contrary contained herein, the Board shall have authority to make or refrain from making available tax elections and to choose from all available tax accounting methodologies in implementing the foregoing. To the extent consistent with applicable law, the Board may specially allocate income to any Member the status of which resulted in recognition of such income or otherwise alter the distribution or allocation provisions herein so that such Member bears the consequences of such recognition. The Board’s determination of allocations shall be binding upon all parties.
Allocations to Capital Accounts. (a) Subject to other provisions of this Article VIII, for each fiscal year, the Company’s items of income, gain, loss, and deduction shall be allocated among the Members in such a manner that, immediately after giving effect to such allocations, each Member’s Target Capital Account balance, taking into account all contributions by such Member and distributions to such Member, equals, as nearly as possible, the amount of cash, if any, that would be distributed to such Member if (i) all the Company’s assets were sold for cash equal to their respective book values (as determined under Treasury Regulations Section 1.704-(b)(2)(iv)), reduced, but not below zero, by the amount of nonrecourse debt to which such assets are subject, (ii) all the Company’s liabilities (other than nonrecourse liabilities) were paid in full, and (iii) all the remaining cash were distributed to the Members under Section 8.2(a) (disregarding the proviso in Section 8.2(a)(ii)(B)).
Allocations to Capital Accounts. Except as may be required by the Internal Revenue Code (Title 26 of the United States Code) or the Treasury Regulations (Title 26 of the Code of Federal Regulations) or this Operating Agreement, net profits, net losses, and other items of income, gain, loss, deduction and credit of the LLC shall be allocated among the Members ratably in proportion to each Member's LLC Unit Percentage. For example, if a Member has an LLC Unit Percentage of 45%, he or she shall be allocated 45% of all profits or losses (and other allocation items) for any given tax year.
Allocations to Capital Accounts. Except as provided in Section 7.2, each item of income, gain, loss or deduction (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts), with respect to any Accounting Period, including each item of income, gain, loss and deduction of the Company, shall be allocated among the Capital Accounts as of the end of such Accounting Period in a manner that as closely as possible gives effect to the provisions of Article VI and the other relevant provisions of this Agreement.
Allocations to Capital Accounts. (a) Except as provided in Section 7.2(b) or elsewhere in this Agreement, Tax Items for any fiscal year shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount equal to the distributions that would be made to such Member during such fiscal year pursuant to Section 6.1. The Managing Member may, in its discretion, make such assumptions as it deems necessary or appropriate in order to effectuate the intended economic arrangement of the Members.
Allocations to Capital Accounts. Except as otherwise provided herein, each item of income, gain, loss and deduction of the Partnership (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated among the Capital Accounts of the Partners with respect to each Period, as of the end of such Period, in a manner that as closely as possible gives economic effect to the provisions of Articles VI and IX and the other relevant provisions of this Agreement. No Partner shall be required to make up a negative balance in such Partner’s Capital Account.
Allocations to Capital Accounts. (a) Subject to other provisions of this Article VIII, for each fiscal year, the Fund’s items of income, gain, loss, and deduction comprising Net Profit and Net Loss shall be allocated among the Limited Partners in such a manner that, immediately after giving effect to such allocations, each Limited Partner’s Target Capital Account balance, taking into account all contributions by such Limited Partner and distributions to such Limited Partner, equals, as nearly as possible, the amount of cash, if any, that would be distributed to such Limited Partner if (i) all the Fund’s assets were sold for cash equal to their respective Gross Asset Values, reduced, but not below zero, by the amount of nonrecourse debt to which such assets are subject, (ii) all the Fund’s liabilities (other than nonrecourse liabilities) were paid in full, and (iii) all the remaining cash were distributed to the Limited Partners under Section 8.2(a).
Allocations to Capital Accounts. Except as provided in Section 6.1(b) or (c) hereof or elsewhere in this Agreement, items of Net Profits and Net Losses shall be allocated among the Members in a manner such that the Capital Accounts of each Member, immediately after giving effect to such allocation, are, as nearly as possible, equal (proportionately) to the amount equal to the Distributions that hypothetically would be made to such Member during such Fiscal Year pursuant to Section 6.4(a) hereof, if (i) the Company were dissolved and terminated; (ii) its affairs were wound up and each Company asset was sold for cash equal to its Book Value (except that any Company asset that is realized in such Fiscal Year shall be treated as if sold for an amount of cash equal to the sum of the amount of any net cash proceeds and the Fair Market Value of any property actually received by the Company in connection with such disposition); (iii) all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Book Value of the assets securing such liability); and (iv) the net assets of the Company were distributed in accordance with Section 6.4(a) hereof to the Members immediately after giving effect to such allocation.
Allocations to Capital Accounts. Except as otherwise provided herein, each item of income, gain, loss or deduction of the Partnership (determined in accordance with U.S. tax principles as applied to the maintenance of capital accounts) shall be allocated pro rata among the Capital Accounts of the Partners with respect to each Period, as of the end of such Period, in a manner that as closely as possible gives economic effect to Sections 6.2 through 6.6, Section 10.2 and the other relevant provisions of this Agreement. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations under Section 704(b) of the Code and, to the extent not inconsistent with the provisions of this Agreement, shall be interpreted and applied in a manner consistent with such Treasury Regulations.
