Change in Regulations. If the Treasury Regulations incorporating the Tax Regulatory Allocations are hereafter changed or if new Treasury Regulations are hereafter adopted, and such change or new regulations, in the opinion of independent recognized tax counsel for the Company, make it necessary to revise the Tax Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this ARTICLE 8 would not be respected for U.S. Federal income tax purposes, this Agreement shall be amended in such a manner as, in the opinion of such counsel, is necessary or desirable, taking into account the economic interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts that otherwise would be distributable to any Member pursuant to this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Clean Energy Fuels Corp.)
Change in Regulations. If the Treasury Regulations incorporating the Tax Regulatory Allocations are hereafter changed or if new Treasury Regulations are hereafter adopted, and such change or new regulations, in the opinion of independent recognized tax counsel for the Company, make it necessary to revise the Tax Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this ARTICLE 8 6 would not be respected for U.S. Federal federal income tax purposes, this Agreement shall be amended in such a manner as, in the opinion of such counsel, is necessary or desirable, taking into account the economic interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts that otherwise would be distributable to any Member pursuant to this Agreement.
Appears in 1 contract
Samples: Limited Liability Company
Change in Regulations. If the Treasury Regulations incorporating the Tax Regulatory Allocations are hereafter changed or if new Treasury Regulations are hereafter adopted, and such change changed or new regulationsRegulations, in the opinion of independent recognized tax counsel for the CompanyPartnership, make it necessary to revise the Tax Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this ARTICLE 8 Article IV would not be respected for U.S. Federal federal income tax purposes, the Partners shall negotiate in good faith any amendments to this Agreement shall be amended in such a manner as, in the opinion of such counsel, is are necessary or desirable, taking into account the economic interests of the Members Partners as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts that otherwise would be allocable and distributable to any Member Partner pursuant to this Agreement.
Appears in 1 contract
Samples: Medianews Group Inc
Change in Regulations. If the Treasury Regulations incorporating the Tax Regulatory Allocations are hereafter changed or if new Treasury Regulations are hereafter adopted, and such change changed or new regulationsTreasury Regulations, in the opinion of independent recognized tax counsel for the CompanyPartnership, make it necessary to revise the Tax Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this ARTICLE 8 Article VI would not be respected for U.S. Federal federal income tax purposes, the Partners shall make such reasonable amendments to this Agreement shall be amended in such a manner as, in the opinion of such counsel, is are necessary or desirable, taking into account the economic interests of the Members Partners as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts that otherwise would be allocable and distributable to any Member Partner pursuant to this Agreement.
Appears in 1 contract
Samples: Tca Cable Tv Inc
Change in Regulations. If the Treasury Regulations incorporating the Tax Regulatory Allocations are hereafter changed or if new Treasury Regulations are hereafter adopted, and such change or new regulations, in the opinion of independent recognized tax counsel for the CompanyPartnership, make it necessary to revise the Tax Regulatory regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this ARTICLE 8 Article VII would not be respected for U.S. Federal federal income tax purposes, this Agreement shall be amended (with the consent of all Partners, which consent shall not be unreasonably withheld) in such a manner as, in the reasonable opinion of such counsel, is necessary or desirable, taking into account the economic interests of the Members Partners as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts that otherwise would be distributable to any Member Partner pursuant to this Agreement.
Appears in 1 contract
Samples: PDG Environmental Inc