AG 1997 12 15 - Laserfiche WebLink

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hereof as of such date, minus (iv) The cumulative amount of cash and the fair market value of all other property that has been distributed to such Partner by the Partnership as of such date. 3.6 Negative Capital Accounts. Immediately prior to the dissolution of the Partnership and following the distribution by the Partnership of all cash then available (as provided in Article VIII hereof) and the allocation of any Net Profit or Net Loss of the Partnership for the fiscal year of the Partnership ending on the date of dissolution of the Partnership, any Partner then having a deficit or negative balance in a Partner's Capital Account shall contribute to the Capital of the Partnership the amount in cash required to increase a Partner's Capital Account as of such date to zero. All amounts so contributed to the Capital of the Partnership shall be distributed by the Partnership in the manner and in the priority provided for in Article VIII. 3.7 Unpaid Obliqations. Should any obligation(s) of the partnership remain unpaid twenty (20) days or more after its due date because of the lack of funds on hand, either partner or both may advance to the partnership funds necessary to cure any such default on partnership obligation(s). Such advances shall be considered to be loans, unless the partners unanimously agree to alter the capital accounts and percentage of ownership to reflect the amount of such advances. However, should any· such loan remain unpaid beyond ninety (90) days written notice given the partnership and all other partners, the capital account and ownership percentage of the lending partner shall be automatically adjusted to reflect conversion of the loan to an additional capital contribution. All loans shall bear interest at the Prime Rate quoted by the Wall Street Journal index, to change on the first day of each month, until repaid or converted to capital contributions. ARTICLE IV AT~CATION OF PROFIT AND LOSS; DISTRIBUTIONS 4.1 Allocation of Net Profit and Net'Loss from Operations. The Net Profits and Net Losses of the Partnership shall be determined for each fiscal year in accordance with the accounting methods followed by the Partnership for federal income tax purposes using the cash basis of accounting. The Net Profits and Net Losses of the Partnership, other than as attributable to a Sale, shall be allocated among the Partners in proportion to their respective Percentage Interests at the end of each fiscal year. As between a Partner and its transferee (including a Permissible Transferee), the Net Profits and Net Losses for any fiscal year shall be apportioned on the basis of the number of