Adjustments to Take Account of Interim Year Events. If the Code or regulations promulgated thereunder require an adjustment to the Capital Account of a Member or some other interim year event occurs necessitating in the Managing Member's judgment an equitable adjustment, the Managing Member shall make such adjustments in the determination and allocation among the Members of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Membership Percentages, Incentive Allocation, the Management Fee, Company expenses, 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 interim year event and applicable provisions of law, and the determination thereof by the Managing Member shall be final, binding and conclusive as to all of the Members.
Appears in 13 contracts
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC), Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC), Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC)
Adjustments to Take Account of Interim Year Events. If the Code or regulations promulgated thereunder require an adjustment to the Capital Account of a Member or some other interim year event occurs necessitating in the Managing Member's judgment an equitable adjustment, the Managing Member shall make such adjustments in the determination and allocation among the Members of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Membership Percentages, Incentive Allocation, the Management Fee, Administration Fee, Company expenses, 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 interim year event and applicable provisions of law, and the determination thereof by the Managing Member shall be final, binding and conclusive as to all of the Members.
Appears in 8 contracts
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC), Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC), Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)
Adjustments to Take Account of Interim Year Events. If the Code or regulations promulgated thereunder require an adjustment to the Capital Account of a Member or some other interim year event occurs necessitating in the Managing Member's ’s judgment an equitable adjustment, the Managing Member shall make such adjustments in the determination and allocation among the Members of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Membership Percentages, Incentive Allocation, the Management Fee, Company expenses, 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 interim year event and applicable provisions of law, and the determination thereof by the Managing Member shall be final, binding and conclusive as to all of the Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC), Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)
Adjustments to Take Account of Interim Year Events. If the Code or regulations promulgated thereunder require an a withholding or other adjustment to the Capital Account of a Member or some other interim year event occurs necessitating in the Managing Member's ’s judgment an equitable adjustment, the Managing Member shall make such adjustments in the determination and allocation among the Members of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Membership Percentages, Incentive Allocation, the Management Fee, Company expenses, 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 interim year event and applicable provisions of law, and the determination thereof by the Managing Member shall be final, binding and conclusive as to all of the Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)