Book Allocations. After giving effect to the allocations set forth in Section 2 of Exhibit A hereto, Section 5.04(c) and Section 5.04(d), for purposes of computing Capital Accounts and allocating any items of income, gain, loss or deduction thereto, with respect to each Accounting Period, all remaining items of income, gain, loss or deduction of the Partnership (calculated in the manner contemplated by the capital accounting rules of the Treasury Regulations promulgated under Section 704(b) of the Code, and regardless of whether the Partnership has net income) shall be allocated among the Capital Accounts of the Interests in proportion to their Percentage Interest as of the end of such Accounting Period; provided, however, that upon any Closing of the Books Event (other than an event described in clause (a) of such definition), the value of each asset on the books of the Partnership shall be adjusted to equal its gross fair market value (as reasonably determined by the General Partner) at such time, and the amount of such adjustment shall be taken into account as gain (if such adjustment is positive) or loss (if such adjustment is negative) from the disposition of such asset for purposes of this Section 5.04(a). Notwithstanding the above, the General Partner shall be permitted to maintain the Capital Accounts in such a way as is necessary to comply with the intent of Section 4.09(b)(iii) and Section 5.10(b).
Appears in 6 contracts
Samples: Parent Agreement, Partnership Agreement (Newmark Group, Inc.), Parent Agreement (BGC Partners, Inc.)
