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HomeMy WebLinkAbout1195t 7. Allacations and Distributions. (a) Allocations. (1) The taxable income and losses of the Partnership shall be determined for each fiscal year in accordance with the accounting methods followed for Federal income tax purposes and shall be allocated among the Partners in proportions hereinafter provided. Whenever a proportionate part of the Partnership taxable income or loss is credited or charged to a Partner's account, every item of income, gain, loss, deduction, credit or tax preference entering into the computation of such taxable income or loss, or apPlicable to the period during which such profit and loss was realized, shall be considered credited or charged, as the case may be, to such acc~unt in the same proportion. As between a Limited Partner and his transferee, taxable income anc3 losses Cor any fiscal year shall be apportioned on the basis of the number of days in such year that each was the holder of Limiteci Partnership Interests assigned (deterrnined in accordance with Paragraph 14), without regard to the results of tt-,e Partnership's operations dl~ring the period before and after such assignment. (2~ The taxable income and losses of the Partnership shall be assigned so that all taxable losses of loss years of the Partnersnip will be allocated to FairfiEla anci the Limited Partner in ~coportion to their capital contributions. Thereafter, all taxable income snall be allocated to said Partners until such time as it equals those losses previou~ allocated. All remaining t~xable income will be allocated fifty percent (50$) to Fairfield and~the Limited Partner in proportion to their capital contribucion and fifty percent (~C~) ~~ t: ~ A;anagir~g Gcnera~ Fartner. (b) Distributions. (1) The Managing General Partner shall distribute to the Partners at convenient periodic intervals, not less than annually, in the manner and in the amount hereinafter provided, the cash funds, if any, of the Partnership available for ciistribution. The term "cash funds of the Partnersnip available for distribution" means all cash funds generated by the operations of the Partnership, less current charges and expenses, reasonable reserves for (i) working capital, (ii) contingencies, (iii) capital improvements and replacements, (iv) expenditures for necessary capital improvements in excess of reserves and (v) debt service anci reasonable reserves for future debt service. The Managing General Partner shall desiynate a record date, which shall be communicated to the Partners, to determine Partners entitled to receive cash distributions, which date shall not be less than ten, nor more than fifteen, days before such distributions. " a~-~x ~~ PaGE~,~4 ~ -5- ;~ ~ ... .... . . . .. . ' ..._. _ : ' . : ' ' ' ~ F ~_: :.: ..: - ,...,.-'ni'.