Allocations on Liquidation. Notwithstanding any other provisions of this Article V, after taking into account the special allocations in Section 5.1(b), in the year in which the Company liquidates pursuant to Article X and all subsequent years (and for any prior years with respect to which the due date (without regard to extensions) for the filing of the Company’s federal income tax return has not passed as of the date of the liquidation), all items of income, gain, loss and deduction of the Company shall be allocated among the Members in a manner reasonably determined by Managing Member as shall cause to the nearest extent possible the Capital Account of each Member to equal the amount to be distributed to such Member pursuant to Section 10.2(d)(ii).
Allocations on Liquidation. Notwithstanding any other provision of this Article VI to the contrary, in the taxable year in which there is a liquidation of the Company, after the allocations in Sections 6.8 and 6.9 hereof, the Capital Accounts of the Members will, to the extent possible, be brought to the amount of the liquidating distributions to be made to them under Section 9.5 hereof by allocations of items of profit and loss and, if necessary, by guaranteed payments (within the meaning of Code Section 707(c)) credited to the Capital Account of a Member whose Capital Account is less than the amount to be distributed to it and debited from the Capital Account of the Member whose Capital Account is greater than the amount to be distributed to it.
Allocations on Liquidation. Notwithstanding any other provision of this Article 6 to the contrary, in the taxable year in which there is a liquidation of the Company, after the allocations in Sections 6.8 and 6.9, the Capital Accounts of the Members will, to the extent possible, be brought to the amount of the liquidating distributions to be made to them under Section 9.5 by allocations of items of Income and Loss and, if necessary, by guaranteed payments (within the meaning of Code Section 707(c)) credited to the Capital Account of a Member whose Capital Account is less than the amount to be distributed to it and debited from the Capital Account of the Member whose Capital Account is greater than the amount to be distributed to it.
Allocations on Liquidation. Notwithstanding any other provisions of this Exhibit B, in the year in which the Partnership dissolves and winds up pursuant to Article XII including a Liquidity Event and all subsequent years, all items of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in a manner reasonably determined by General Partner as shall cause to the nearest extent possible the Capital Account of each Partner to equal the amount to that would be distributed to each Partner if distributions on liquidation were made in accordance with Section 6.2 and Section 6.4 of the Agreement.
Allocations on Liquidation. Notwithstanding any other provisions of this Exhibit B, in the year in which the Company liquidates pursuant to Article XI and all subsequent years (and for any prior years with respect to which the due date (without regard to extensions) for the filing of the Company’s federal income tax return has not passed as of the date of the liquidation), all items of income, gain, loss and deduction of the Company shall be allocated among the Members in a manner reasonably determined by Members as shall cause to the nearest extent possible the Capital Account of each Member to equal the amount to be distributed to such Member pursuant to Section 11.2(d).
Allocations on Liquidation. If the distributions to holders of Units pursuant to Section 8.2(a) hereof would otherwise not be in accordance with the positive balances in their Capital Accounts (after taking into account all adjustments to such Capital Accounts for all periods), then items of gross income and gross deduction for the fiscal year with respect to which such distributions are being made (and, if necessary, for prior fiscal years for which amended tax returns can and shall be filed) shall be reallocated among the holders of Units such that the distributions to holders of Units pursuant to Section 8.2(a) hereof are in accordance with the positive balances in their Capital Accounts (after taking into account all adjustments to such Capital Accounts for all periods).
Allocations on Liquidation. Upon a Liquidation, all or substantially all of the assets of the Company shall be sold and any assets not sold shall be treated as if they were sold for their gross Asset Values. Any resulting Net Income or Net Loss shall be allocated in accordance with Section 3.1.
