Common use of Alternative Allocations Clause in Contracts

Alternative Allocations. It is the Partners’ intention that each Partners’ distributive share of income, gain, loss, deduction, credit (or item thereof) be determined and allocated consistently with the provisions of the Code, including Sections 704(b) and 704(c) of the Code. If the General Partner deems it necessary in order to comply with the Code, then the General Partner may, relying upon the advice of the Partnership’s accountants, cause the Partnership to allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided for in this Section 6 if, and to the extent, (a) allocating income, gain, loss, deduction or credit (or item thereof) would cause the determinations and allocations of each Partner’s distributive share of income, gain, loss, deduction or credit (or item thereof) not to be permitted by the Code and any applicable Regulations or (b) such allocation would be inconsistent with a Partner’s interest in the Partnership taking into consideration all facts and circumstances. Any allocation made pursuant to this Section 6.1(d) will be a complete substitute for any allocation otherwise provided for in this Agreement, and no further amendment of this Agreement or approval by any Partner is necessary to effectuate such allocation. In making any such allocations under this Section 6.1(d) (“New Allocations”), the Partnership may act in reliance upon advice of counsel to the Partnership or the Partnership’s regular accountants that, in either case, in their respective opinions after examining the relevant provisions of the Code and any current or future proposed or final Regulations, the New Allocations are necessary in order to ensure that, in either the Fiscal Year or in any preceding year, each Partner’s distributive share of income, gain, loss, deduction or credit (or items thereof) is determined and allocated in accordance with the Code and such Partner’s interest in the Partnership. New Allocations made by the General Partner in reliance upon the advice of counsel or accountants, as described in this Section 6.1(d), will be deemed to be in the best interests of the Partnership and all of the Partners consistent with the duties of the General Partner under this Agreement, and any such New Allocations will not give rise to any claim or cause of action by any Partner against the Partnership or the General Partner.

Alternative Allocations. It is the PartnersMembers’ intention that each Partners’ Member’s distributive share of income, gain, loss, deduction, credit (or item thereof) be determined and allocated consistently with the provisions of the Code, including Sections 704(b) and 704(c) of the Code. If the General Partner Managing Member deems it necessary in order to comply with the Code, then the General Partner Managing Member may, relying upon the advice of the PartnershipCompany’s accountants, cause the Partnership to allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided for in this Section 6 Article V if, and to the extent, (a) allocating income, gain, loss, deduction or credit (or item thereof) would cause the determinations and allocations of each PartnerMember’s distributive share of income, gain, loss, deduction or credit (or item thereof) not to be permitted by the Code and any applicable Regulations or (b) such allocation would be inconsistent with a PartnerMember’s interest in the Partnership Company taking into consideration all facts and circumstances. Any allocation made pursuant to this Section 6.1(d) 5.10 will be a complete substitute for any allocation otherwise provided for in this Agreement, and no further amendment of this Agreement or approval by any Partner Member is necessary to effectuate such allocation. In making any such allocations under this Section 6.1(d) 5.10 (“New Allocations”), ) the Partnership Managing Member may act in reliance upon advice of counsel to the Partnership Company or the PartnershipCompany’s regular accountants that, in either case, in their respective opinions after examining the relevant provisions of the Code and any current or future proposed or final Regulations, the New Allocations are necessary in order to ensure that, in either the Fiscal Year then-current year or in any preceding year, each PartnerMember’s distributive share of income, gain, loss, deduction or credit (or items thereof) is determined and allocated in accordance with the Code and such PartnerMember’s interest in the PartnershipCompany. New Allocations made by the General Partner Managing Member in reliance upon the advice of counsel or accountants, accountants as described in this Section 6.1(d), section will be deemed to be made in the best interests of the Partnership Company and all of the Partners Members consistent with the duties of the General Partner Managing Member under this Agreement, Agreement and any such New Allocations will not give rise to any claim or cause of action by any Partner Member against the Partnership Company or the General Partnerany Managing Member.

Alternative Allocations. It is the Partners’ intention that each Partners’ distributive share of income, gain, loss, deduction, credit (or item thereof) be determined and allocated consistently with the provisions of the Code, including Sections 704(b) and 704(c) of the Code. If the General Partner deems it necessary in order to comply with the Code, then the General Partner may, relying upon the advice of the Partnership’s accountants, cause the Partnership to allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided for in this Section 6 if, and to the extent, (a) allocating income, gain, loss, deduction or credit (or item thereof) would cause the determinations and allocations of each Partner’s distributive share of income, gain, loss, deduction or credit (or item thereof) not to be permitted by the Code and any applicable Regulations or (b) such allocation would be inconsistent with a Partner’s interest in the Partnership taking into consideration all facts and circumstances. Any allocation made pursuant to this Section 6.1(d) will be a complete substitute for any allocation otherwise provided for in this Agreement, and no further amendment of this Agreement or approval by any Partner is necessary to effectuate such allocation. In making any such allocations under this Section 6.1(d) (“New Allocations”), the Partnership may act in reliance upon advice of counsel to the Partnership or the Partnership’s regular accountants that, in either case, in their respective opinions after examining the relevant provisions of the Code and any current or future proposed or final Regulations, the New Allocations are necessary in order to ensure that, in either the Fiscal Year or in any preceding year, each Partner’s distributive share of income, gain, loss, deduction or credit (or items thereof) is determined and allocated in accordance with the Code and such Partner’s interest in the Partnership. New Allocations made by the General Partner in reliance upon the advice of counsel or accountants, accountants as described in this Section 6.1(d), ) will be deemed to be in the best interests of the Partnership and all of the Partners consistent with the duties of the General Partner under this Agreement, and any such New Allocations will not give rise to any claim or cause of action by any Partner against the Partnership or the General Partner.

Alternative Allocations. It If the General Partners determine that is advantageous to the business of the Partnership to amend the allocation provisions of this Agreement so as to permit the Partnership to avoid the characterization of Partnership income allocable to various qualified plans, IRAs and other entities which are exempt from federal income taxation (“Tax Exempt Partners’ intention that each Partners’ distributive share of income, gain, loss, deduction, credit ”) as constituting Unrelated Business Taxable Income (or item thereof“UBTI”) be determined and allocated consistently with within the provisions meaning of the Code, including Sections 704(b) and 704(c) of specifically including, but not limited to, amendments to satisfy the Code. If so-called “fractions rule” contained in Code Section 514(c)(9), the General Partner deems it necessary Partners are authorized, in order their discretion, to comply with the Code, then the General Partner may, relying upon the advice of the Partnership’s accountants, cause the Partnership amend this Agreement so as to allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided for in this Section 6 Article if, and to the extent, (a) allocating income, gain, loss, deduction that such amendments will achieve such result or credit (or item thereof) would cause otherwise permit the determinations and allocations avoidance of each Partner’s distributive share characterization of income, gain, loss, deduction or credit (or item thereof) not Partnership income as UBTI to be permitted by the Code and any applicable Regulations or (b) such allocation would be inconsistent with a Partner’s interest in the Partnership taking into consideration all facts and circumstancesTax Exempt Partners. Any allocation made pursuant to this Section 6.1(d) will 10.9 shall be deemed to be a complete substitute for any allocation otherwise provided for in this Agreement, and no further amendment of this Agreement or approval by any Limited Partner is necessary shall be required to effectuate such allocation. In making any such allocations under this Section 6.1(d) 10.9 (“New Allocations”), the Partnership may General Partners are authorized to act in reliance upon advice of counsel to the Partnership or the Partnership’s regular certified public accountants that, in either casetheir opinion, in their respective opinions after examining the relevant provisions of the Code and any current or future proposed or final RegulationsTreasury Regulations thereunder, the New Allocations are necessary in order to ensure that, in either Allocation will achieve the Fiscal Year or in any preceding year, each Partner’s distributive share intended result of income, gain, loss, deduction or credit (or items thereof) is determined and allocated in accordance with the Code and such Partner’s interest in the Partnershipthis Section 10.9. New Allocations made by the General Partner Partners in reliance upon the advice of counsel or accountants, accountants as described in this Section 6.1(d), will above shall be deemed to be made in the best interests of the Partnership and all of the Partners consistent with the duties of the General Partner under this AgreementPartners, and any such New Allocations will shall not give rise to any claim or cause of action by any Partner against the Partnership or any General Partner. Nothing herein shall require or obligate the General PartnerPartners, by implication or otherwise, to make any such amendments or undertake any such action.

Alternative Allocations. It is the Partners’ intention that each Partners’ distributive share of income, gain, loss, deduction, credit (or item thereof) be determined and allocated consistently with the provisions of the Code, including Sections 704(b) and 704(c) of the Code. If the General Partner deems it necessary in order to comply with the Code, then the General Partner may, relying upon the advice of the Partnership’s accountants, cause the Partnership to allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided for in this Section 6 if, and to the extent, (a) allocating income, gain, loss, deduction or credit (or item thereof) would cause the determinations and allocations of each Partner’s distributive share of income, gain, loss, deduction or credit (or item thereof) not to be permitted by the Code and any applicable Regulations or (b) such allocation would be inconsistent with a Partner’s interest in the Partnership taking into consideration all facts and circumstances. Any allocation made pursuant to this Section 6.1(d6.1(c) will be a complete substitute for any allocation otherwise provided for in this Agreement, and no further amendment of this Agreement or approval by any Partner is necessary to effectuate such allocation. In making any such allocations under this Section 6.1(d6.1(c) (“New Allocations”), the Partnership may act in reliance upon advice of counsel to the Partnership or the Partnership’s regular accountants that, in either case, in their respective opinions after examining the relevant provisions of the Code and any current or future proposed or final Regulations, the New Allocations are necessary in order to ensure that, in either the Fiscal Year or in any preceding year, each Partner’s distributive share of income, gain, loss, deduction or credit (or items thereof) is determined and allocated in accordance with the Code and such Partner’s interest in the Partnership. New Allocations made by the General Partner in reliance upon the advice of counsel or accountants, as described in this Section 6.1(d6.1(c), will be deemed to be in the best interests of the Partnership and all of the Partners consistent with the duties of the General Partner under this Agreement, and any such New Allocations will not give rise to any claim or cause of action by any Partner against the Partnership or the General Partner.

Alternative Allocations. It is the Partners’ intention that each Partners’ Partner’s distributive share of income, gain, loss, deduction, credit (or item thereof) be determined and allocated consistently with the provisions of the Code, including Sections 704(b) and 704(c) of the Code. If the General Partner deems it necessary in order to comply with the Code, then the General Partner may, relying upon the advice of the Partnership’s accountants, cause the Partnership to allocate income, gain, loss, deduction or credit (or items thereof) arising in any year differently than as provided for in this Section 6 Article V if, and to the extent, (a) allocating income, gain, loss, deduction or credit (or item thereof) would cause the determinations and allocations of each Partner’s distributive share of income, gain, loss, deduction or credit (or item thereof) not to be permitted by the Code and any applicable Regulations or (b) such allocation would be inconsistent with a Partner’s interest in the Partnership taking into consideration all facts and circumstances. Any allocation made pursuant to this Section 6.1(d) 5.10 will be a complete substitute for any allocation otherwise provided for in this Agreement, and no further amendment of this Agreement or approval by any Partner is necessary to effectuate such allocation. In making any such allocations under this Section 6.1(d) 5.10 (“New Allocations”), ) the Partnership General Partner may act in reliance upon advice of counsel to the Partnership or the Partnership’s regular accountants that, in either case, in their respective opinions after examining the relevant provisions of the Code and any current or future proposed or final Regulations, the New Allocations are necessary in order to ensure that, in either the Fiscal Year then-current year or in any preceding year, each Partner’s distributive share of income, gain, loss, deduction or credit (or items thereof) is determined and allocated in accordance with the Code and such Partner’s interest in the Partnership. New Allocations made by the General Partner in reliance upon the advice of counsel or accountants, accountants as described in this Section 6.1(d), section will be deemed to be made in the best interests of the Partnership and all of the Partners consistent with the duties of the General Partner under this Agreement, Agreement and any such New Allocations will not give rise to any claim or cause of action by any Partner against the Partnership or the any General Partner.