📄 Extracted Text (452 words)
Member under this Section 4.2(a)(i) equals the cumulative Losses
allocated to such Member under Section 4.2(b)(i) hereof; and
(ii) Then, the balance, if any, to the Members in accordance
with their respective Membership Interests.
(b) Losses of the Company shall be allocated to the Members as
follows:
(i) First, to the Members in accordance with their respective
Membership Interests; provided, however, that no Member shall be
allocated Losses in excess of its, his or her Adjusted Capital Account
Balance, determined immediately prior to the allocation provided for in this
Section 4.2(b)(i); and
(ii) Then, to the extent any Losses allocated to a Member
pursuant to Section 4.2(b)(i) would, but for the proviso contained therein,
exceed a Members Adjusted Capital Account Balance, such Losses shall
be allocated first to the other Members in proportion to, and to the extent
of, their respective Adjusted Capital Account Balances, and then to any
Member guaranteeing debt of the Company, making loans to the
Company or otherwise having liability for Company debt, in proportion to
the debt guaranteed, the loans made or the amount of such liability.
4.3 Reallocation by Manager. The allocation of Profits and Losses in
Section 4.2 is intended to have substantial economic effect within the meaning of
Regulations Section 1.704-1(b)(2) or be in accordance with the Members' interests in
the Company within the meaning of Regulations Section 1.704-1(b)(4). If subsequent
events (including, but not limited to, nonrecourse borrowing by the Company or a loan
by a Member to the Company) cause, in the reasonable opinion of the Members as
determined by the Consent of the Members, the Section 4.2 allocations to have neither
substantial economic effect nor be in accordance with the Members' interests in the
Company, the Manager may (a) allocate the income, gain, loss, deduction and credit of
the Company so that such allocations are in accordance with the Members' Membership
Interests; or (b) make such other modifications to this Agreement (including, but not
limited to, the addition of minimum gain chargeback, qualified income offset and other
special allocation provisions specified in Regulations Sections 1.704-2 or 1.704.1(b))
that are necessary in the reasonable opinion of the Members to cause such allocations
to have substantial economic effect within the meaning of Regulations Section 1.704-
1(b)(2).
4.4 Tax Allocations. Except as otherwise provided in this Agreement, all items
of income, gain, loss and deduction shall be allocated, for federal, territorial, state, local
and other jurisdiction income tax purposes, among the Members in the same manner as
the corresponding items of income, gain, loss and deduction are allocated for purposes
of maintaining the Capital Account of each of the Members.
8
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0068464
CONFIDENTIAL SDNY_GM_00214648
EFTA01373992
ℹ️ Document Details
SHA-256
9c3b88fab64bbe073ffa2ed4befbd7c930266be0f46c254b91402cf8b033b11f
Bates Number
EFTA01373992
Dataset
DataSet-10
Document Type
document
Pages
1