Correction of Economic Distortions. The Members intend that the economic consequences of an imputed underpayment for any reviewed year shall be borne by the Members in the same manner as if the adjustments had been correctly reported on the reviewed year Company return. Therefore, notwithstanding anything to the contrary herein, the Partnership Representative shall cause the Company to make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s capital account balance at the end of the adjustment year is to the extent possible, equal to the capital balance such Members would have had if all Company items in the reviewed year had been allocated to the Members in accordance with the adjustments as determined by the notice of final Membership adjustments, any settlement with the IRS, the Justice Department or the final court decision, whichever is applicable. In addition, the Manager shall have the authority to require reviewed year Members who have transferred their Percentage Interests to reimburse the Company for the imputed underpayment.
Correction of Economic Distortions. The members intend that the economic consequences of an imputed underpayment for any reviewed year shall be borne by the reviewed year members in the same manner as if the adjustments had been correctly reported on the reviewed year partnership return. Therefore, notwithstanding anything to the contrary herein, Board of Directors shall make such offsetting special allocations of partnership income, gain, loss or deduction in whatever manner it determine appropriate so that, after such offsetting allocations are made, each member’s capital account balance at the end of the adjustment year is to the extent possible, equal to the capital balance such members would have had if all partnership items in the reviewed year had been allocated to the members in accordance with the adjustments as determined by the notice of final partnership adjustments, any settlement with the IRS, the Justice Department or the final court decision, whichever is applicable. In addition, the Board of Directors shall have the authority to require reviewed year members who have transferred their membership interests to reimburse the Company for the imputed underpayment. In addition, the Board of Directors shall have the authority to require reviewed year members who have transferred their membership interests to reimburse the Company for the imputed underpayment.
