Determinations by Manager. All matters concerning the computation of Capital Accounts, the allocation of Net Profit and Net Losses, the allocation of items of Series income, gain, loss, deduction and expense for tax purposes, including, but not limited to, the allocation of expenses among all Series of the Company, tax elections to be made or not made and the adoption of any accounting procedures not expressly provided for by the terms of this Agreement shall be determined by the Manager in its sole discretion. Such determination shall be final and conclusive as to all the Members. Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event the Manager shall determine, in its sole discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with the Code and the Treasury Regulations promulgated thereunder or to effectuate the intended economic sharing arrangement of the Members as reflected in this Article 5 (or to give any other relevant portion of this Agreement economic effect), the Manager may make such modification . The Members acknowledge and are aware of the tax consequences of the allocations made pursuant to this Article 5 and hereby agree to be bound by the provisions of this Article 5 in reporting their share of Net Profits, Net Losses and other items of income, gain, loss, deduction and credit for U.S. federal, state and local income tax purposes.
Appears in 6 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
