Allocations Upon Final Liquidation. With respect to the fiscal year in which the final liquidation of the Company occurs in accordance with Section 13.2 of the Agreement, and notwithstanding any other provision of Sections 4.2, 4.3 or 4.4 hereof, items of Company income, gain, loss and deduction shall be specially allocated to the Members in such amounts and priorities as are necessary so that the positive Capital Accounts of the Members shall, as closely as possible, equal the amounts that will be distributed to the Members pursuant to Section 13.2.
Allocations Upon Final Liquidation. With respect to the Fiscal Year in which the final liquidation of the Partnership occurs in accordance with Article IX of the Agreement, and notwithstanding any other provision of Article V hereof, items of Partnership income, gain, loss and deduction shall be specially allocated to the Partners in such amounts and priorities as are necessary so that the positive Capital Accounts of the Partners shall, as closely as possible, equal the amounts that will be distributed to the Partners pursuant to Section 9.03.
Allocations Upon Final Liquidation. With respect to the fiscal year in which the final liquidation of the Partnership occurs in accordance with Section 7.2 of the Agreement, and notwithstanding any other provision of Sections 1, 2, or 3 hereof, items of Partnership income, gain, loss and deduction shall be specially allocated to the Preferred Units in a manner necessary to cause the Partners’ capital accounts attributable to their Preferred Units to equal the amounts that will be distributed in respect of the Preferred Units under Section 7.2. Any such allocations shall be made first from items of income constituting Operating Income or Operating Loss, and only thereafter from items of income constituting Liquidating Gains or Liquidating Losses. EXHIBIT C [Obligated Partners]
Allocations Upon Final Liquidation. All Net Profits or Net Loss (or individual items of either) recognized in the year of the final liquidation of the Company in accordance with Article 12 shall be allocated to the Members in such amounts and priorities that the Adjusted Capital Accounts of the Members shall, as closely as possible, equal the respective amounts that would be distributed to the Members in their capacities as such in connection with such liquidation if distributions upon final liquidation were to be made in accordance with Section 4.2.
Allocations Upon Final Liquidation. With respect to the fiscal year in which the final liquidation of the Partnership occurs in accordance with Section 7.2 of the Agreement, and notwithstanding any other provision of Sections 1, 2, or 3 hereof, items of Partnership income, gain, loss and deduction shall be specially allocated to the Preferred Units in a manner necessary to cause the Partners’ capital accounts attributable to their Preferred Units to equal the amounts that will be distributed in respect of the Preferred Units under Section 7.2. Any such allocations shall be made first from items of income constituting Operating Income or Operating Loss, and only thereafter from items of income constituting Liquidating Gains or Liquidating Losses. EXHIBIT C Obligated Partners Exhibit C Protected Amounts Obligated Partner Protected Amount* Cache Valley Mall Partnership, Ltd. $ 5,029,114 Xxxxx Xxxxxxx $ 0 Xxxxx Xxxxxxx $ 500,000 Xxxxxxx Xxxxxx $ 31,396 Fairfax Holding, LLC $ 81,333,944 Xxx & Xxxxxxx Xxxxxxx Family Trust $ 1,130,001 Xxxxxxx X. Xxxx $ 334,774 Hall Investment Company $ 0 Xxxxxxx X. Xxxxxx Trust $ 0 King American Hospital $ 466,600 Xxxxxx X. Xxxx $ 1,412,628 Xxxx X. Xxxxxxxxxx $ 87,946 North Plains Development Co., Ltd. $ 5,517,829 Xxxx X. Xxxxx $ 394,673 Xxxxxx X. Xxxxxxxx $ 000,000 Xxxx Xxxxx Xxxx Company, Ltd. $ 435,213 Price Fremont Company, Ltd. $ 1,067,104 Xxxxxx Xxxxx $ 0 Xxxx Xxxxx $ 2,144 Xxxxxx Xxxxx $ 293,090 Red Cliff Mall Investment Company, Ltd. $ 1,171,766 Xxxxxx X. Xxxxxx $ 0 Xxxxxxxx Xxxxxx $ 0 Xxxx Xxxxxxx Revocable Trust $ 0 Xxxxx Corporation $ An amount up to: 99,678,228.70 * Protected Amounts are subject to adjustment as provided by the Tax Matters Agreements EXHIBIT C Form of Amended & Restated Bylaws FIFTH AMENDED AND RESTATED BYLAWS OF GGP INC. Effective [ ], 2018 FIFTH AMENDED AND RESTATED BYLAWS OF GGP INC. (Effective [ ], 2018)
Allocations Upon Final Liquidation. 15 Section 7.4
