Adjustments to Take Account of Certain Events. If the Code or Treasury Regulations promulgated thereunder require a withholding or other adjustment to the Capital Account(s) of a Partner or some other event occurs necessitating in the Managing General Partner’s judgment an equitable adjustment, the Managing General Partner shall make such adjustments in the determination and allocation among the Partners of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Partnership Percentages, Incentive Allocation, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures or such other financial or tax items as shall equitably take into account such event and applicable provisions of law, and the determination thereof by the Managing General Partner shall be final and conclusive as to all of the Partners.
Adjustments to Take Account of Certain Events. If the Code or Treasury Regulations promulgated thereunder require a withholding or other adjustment to the Capital Account of a Member or some other event occurs necessitating in the Board of Managers' judgment an equitable adjustment, the Board of Managers shall make such adjustments in the determination and allocation among the Members of Net Profit, Net Loss, Capital Accounts, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures or such other financial or tax items as shall equitably take into account such event and applicable provisions of law, and the determination thereof by the Board of Managers shall be final and conclusive as to all of the Members.
Adjustments to Take Account of Certain Events. Notwithstanding anything to the contrary in this Agreement, if the Internal Revenue Code or regulations promulgated thereunder require a withholding or other adjustment to a Capital Account of a Partner or otherwise to the interest of a Partner or a Former Partner, or some other event occurs necessitating or justifying, in either case, in the General Partner’s judgment an equitable adjustment (including, without limitation, if allocations would not properly reflect the economic arrangement of the Partners or Former Partners or would otherwise cause an inequitable or onerous result for any Partner or Former Partner), the General Partner shall make such equitable adjustments. The General Partner Highly Confidential and Trade Secret may make such adjustments, without limitation, in the determination and allocation among the Partners of Partnership Percentages, distributions, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures or such other financial or tax items to take into account such event and applicable provisions of law, and the determination thereof in the sole discretion of the General Partner shall be final and conclusive as to all of the Partners and Former Partners.
Adjustments to Take Account of Certain Events. If some event occurs necessitating in the General Partner’s judgment an equitable adjustment, the General Partner shall make such adjustments in the determination and allocation among the Partners of Interests, Investments, the Class A Portfolio, the Class B Portfolio, Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Partnership Percentages, Limited Participation Investments (and accounts related thereto), Management Fee, Performance Fee, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures and/or such other financial or tax items (including any Investor Related Tax) as the General Partner may deem necessary or advisable, and the determination thereof in the judgment of the General Partner shall be final and conclusive as to all of the Partners and Former Partners.
Adjustments to Take Account of Certain Events. If the General Partner causes the compulsory withdrawal of a Limited Partner from the Partnership, or a Limited Partner does not participate in Investments of the Partnership, the General Partner shall make such adjustments in the determination, allocation and distribution among the Partners of income, gain, loss, expense, Capital Accounts and items of income, deduction, gain, loss or credit and perform such accounting procedures as shall equitably take into account such withdrawal or non-participation and applicable provisions of law including, without limitation, the establishment of sub-accounts to segregate investments to only those Partners who participated therein. Determinations made by the General Partner in its reasonable discretion under this Section 6.07 shall be final and conclusive as to all Partners.
Adjustments to Take Account of Certain Events. Notwithstanding anything to the contrary in this Agreement, if the Code or Treasury Regulations require withholding on or other adjustment to the Capital Account(s) or otherwise to the interest of a Partner or Former Partner, or any other event or events occur(s) necessitating or justifying, in the General Partner’s sole judgment, an equitable adjustment to the Capital Account(s) or otherwise to the interest of a Partner or Former Partner (including, without limitation, if allocations would not properly reflect the economic arrangement of the Partners or would otherwise cause an inequitable or onerous result for any Partner), the General Partner shall make such adjustments, without limitation, in the determination and allocation among the Partners of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Partnership Percentages, Management Fee, Special Profits Interest, Carried Interest, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures or such other financial or tax items as shall equitably take into account such event (or events) and applicable provisions of law, and the determination thereof, in the sole discretion of the General Partner, shall be final and conclusive as to all of the Partners.
Adjustments to Take Account of Certain Events. Notwithstanding anything to the contrary in this Agreement, if the Internal Revenue Code or regulations promulgated thereunder require a withholding or other adjustment to the Capital Account(s) or otherwise to the interest of a Partner or Former Partner, or any other event or events occur(s) necessitating, in the General Partner's sole judgment, an equitable adjustment to the Capital Account(s) or otherwise to the interest of a Partner or Former Partner, the General Partner shall make such adjustments in the determination and allocation among the Partners of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Capital Sub-Accounts, Partnership Percentages, Incentive Allocation, Management Fee, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures or such other financial or tax items as shall equitably take into account such event (or events) and applicable provisions of law, and the determination thereof in the sole discretion of the General Partner shall be final and conclusive as to all of the Partners.
