Final Allocations. Notwithstanding any contrary provision in this Agreement except Section 5.03, the Manager shall make appropriate adjustments to allocations of Profits and Losses to (or, if necessary, allocate items of gross income, gain, loss or deduction of the Company among) the Members upon the liquidation of the Company (within the meaning of Section 1.704 1(b)(2)(ii)(g) of the Treasury Regulations), the transfer of substantially all the Units (whether by sale or exchange or merger) or sale of all or substantially all the assets of the Company, such that, to the maximum extent possible, the Capital Accounts of the Members are proportionate to their Percentage Interests. In each case, such adjustments or allocations shall occur, to the maximum extent possible, in the Fiscal Year of the event requiring such adjustments or allocations.
Final Allocations. (a) Notwithstanding any contrary provision in this Agreement except Section 5.03, the Manager shall make appropriate adjustments to allocations of Net Profits and Net Losses to (or, if necessary, allocate items of gross income, gain, loss or deduction of the Company among) the Members upon the liquidation of the Company (within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations), upon the transfer of substantially all the Units (whether by sale or exchange or merger), upon the sale of all or substantially all the assets of the Company, to the extent necessary in the connection with a distribution in respect of a shortfall pursuant to Section 4.01(b)(ii) or Section 4.01(b)(iii) or at any other time reasonably determined by the Manager, such that, to the maximum extent possible, the Capital Accounts of the Members are proportionate to their Percentage Interests. In each case, such adjustments or allocations shall occur, to the maximum extent possible, in the Taxable Year of the event requiring such adjustments or allocations.
Final Allocations. Notwithstanding anything herein to the contrary, the Partnership’s income, gain, losses, deductions and credits for the Fiscal Year or other period in which the Partnership dissolves and liquidates shall be allocated to and among the Partners in a manner such that the Capital Account balance of each Partner, immediately after giving effect to such allocations, shall, as nearly as possible, equal such Partner’s Final Distribution. For purposes of this Section 11.07, the allocation provisions contained in this Agreement are intended to produce a final Capital Account balance for each Partner (such Partner’s “Target Final Balance”) that is equal to such Partner’s Final Distribution and that to the extent that the Partnership determines that the allocation provisions of this Agreement would not produce the Target Final Balance for any Partner, then this Agreement shall be automatically amended, and allocations of items of Partnership income (including gross income), gain, deductions and/or losses shall be allocated in such manner as the General Partner determines to be necessary to produce such Target Final Balance for each Partner (and, if and to the extent the General Partner determines it to be necessary, for any prior Fiscal Year or other period if the United States federal income tax return of the Partnership for such prior Fiscal Year or other period has not yet been filed or is still open and can be amended, shall be specially allocated as the General Partner determines to be necessary to cause the respective positive Capital Account balance of each Partner to be equal to such Partner’s Target Final Balance). This Section 11.07 shall apply without regard to any allocation or re-allocation that may be required and/or imposed by the Internal Revenue Service or any other tax authority in any audit, proceeding or otherwise.
Final Allocations. (a) Notwithstanding any contrary provision in this Agreement except Section 5.03, if (i) the date on which a Liquidating Event occurs there is at least one outstanding Series A Preferred Unit and (ii) after having made all allocations provided for in Section 5.03 for the Taxable Year or portion thereof in which the Liquidating Event occurs, the Series A Per Unit Capital Amount of each Series A Preferred Unit would not equal or exceed the Series A Liquidation Value, then items of income, gain, loss and deduction for such Taxable Year or portion thereof shall instead be allocated among the Members in a manner determined appropriate by the Board of Managers so as to cause, to the maximum extent possible, the Series A Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). In the event that (x) the date on which a Liquidating Event occurs is on or before the date (not including any extension of time) prescribed by law for the filing of the Company’s federal income tax return for the Taxable Year immediately prior to the Taxable Year in which the Liquidating Event occurs and (y) the reallocation of items for the Taxable Year in which the Liquidating Event occurs as set forth above in this Section 5.04(a) fails to achieve the Series A Per Unit Capital Amounts described above, then items of income, gain, loss and deduction for such Taxable Year shall be allocated among all Members in a manner that will, to the maximum extent possible and after taking into account all other allocations made pursuant to this Section 5.04(a), cause the Series A Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value.
Final Allocations. The Members intend that the allocations provided under Article 8 will produce final Capital Account balances for the Members such that liquidating distributions pursuant to Sections 11.3.1(c) or 11.4 are made in accordance with such Capital Account balances. If the allocations otherwise made under Article 8 would fail to produce such final Capital Account balances, the Members shall have the power and authority to cause the allocations made under Article 8 to be made in a manner that achieves the foregoing intent as close as possible.
Final Allocations. (a) The Steering Committee and the Work Group will strive to determine a fair and reasonable method or process by which a Final Allocation can be assigned to each Member on or before December 31, 2010, or as soon as reasonable possible thereafter. Until the Work Group approves a Final Allocation, the Work Group will make assessments to cover Shared Costs pursuant to the Interim Allocation which shall mean each Member shall be allocated an equal share or some other agreed to method as approved by more than fifty percent (50%) of the Voting Power of the Work Group. The Final Allocation formula shall be approved by two-thirds (66%) of the Interim Allocation Voting Power of the Work Group. The Final Allocation shall be binding on all Members subject to their right to withdrawal under Section 9.4. The Final Allocation formula shall be adopted as an amendment to this Agreement to supersede the Interim Allocation as provided for in Section 8.2.
Final Allocations. Notwithstanding any provision to the contrary in the Agreement (including, without limitation, this Exhibit C-1), it is the intent of the Members that, upon the dissolution of the Company and the final distributions to the Members, the Members' Capital Accounts shall be in proportion ("Distribution Ratios") to the amounts they are entitled to receive pursuant to Section 1.1. Accordingly, the Board shall modify the allocations pursuant to this Exhibit C-1 in such manner and to such extent as may be necessary to cause the Members' Capital Accounts upon the dissolution of the Company to be in proportion to their Distribution Ratios, with the result that, after liquidating distributions are made to the Members, each Member's Capital Account balance shall be zero (to the extent possible). The Members acknowledge that all distributions of the Company to Members shall be made pursuant to the provisions of Section 1.1 irrespective of the Members' Capital Accounts at any time. Without limitation, distributions upon the liquidation of the Company shall be made pursuant to the provisions of Section 1.1 whether or not each Member's Capital Account balance is reduced to zero.
Final Allocations. Notwithstanding any provision to the contrary in the Agreement (including, without limitation, this Exhibit C-2), it is the intent of the Partners that, upon the dissolution of the Partnership and the final distributions to the Partners, the Partners' Capital Accounts shall be in proportion ("Distribution Ratios") to the amounts they are entitled to receive pursuant to Section 1.1. Accordingly, the Board shall modify the allocations pursuant to this Exhibit C-2 in such manner and to such extent as may be necessary to cause the Partners' Capital Accounts upon the dissolution of the Partnership to be in proportion to their Distribution Ratios, with the result that, after liquidating distributions are made to the Partners, each Partner's Capital Account balance shall be zero (to the extent possible). The Partners acknowledge that all distributions of the Partnership to Partners shall be made pursuant to the provisions of Section 1.1 irrespective of the Partners' Capital Accounts at any time. Without limitation, distributions upon the liquidation of the Partnership shall be made pursuant to the provisions of Section 1.1 whether or not each Partner's Capital Account balance is reduced to zero.
Final Allocations. The Company shall, within thirty (30) days after the Seller’s Notice, notify the Selling Stockholder and each Offeree Stockholder in writing concerning the final allocation of the Offered Securities subject to options pursuant to §4(c) (the “Final Company Notice”). Such notice to the Selling Stockholder shall be deemed the irrevocable exercise of such options on behalf of each purchaser named therein.
Final Allocations. Notwithstanding any other provisions of this Section 6.2 (other than the Regulatory Allocations and Curative Allocations), in the year in which a Dissolution Event or Sale of the Company occurs and all subsequent years (and for any prior years with respect to which the due date (without regard to extensions) for the filing of the Company’s federal income tax return has not passed as of the date of the Dissolution Event), all items of income, gain, loss and deduction of the Company, including gross items, shall be allocated among the Members in a manner reasonably determined by the Board as shall cause to the nearest extent possible the Capital Account of each Member to equal the amount to be distributed to such Member pursuant to Sections 12.2(c) and 12.4.
