Final Capital Account Balances. The parties intend that the allocation provisions of Section 7.3 shall produce final Capital Account balances of the Partners that will permit liquidating distributions under Section 8.4(d) to be made in a manner identical to the order of priorities set forth in Section 6.1(b). To the extent that the allocation provisions of Section 7.3 would fail to produce such final Capital Account balances, (a) such provisions shall be amended by the General Partner if and to the extent necessary to produce such result, and (b) profits and losses of the Partnership for prior open years (or items of gross income, gain, loss and deduction of the Partnership for such years) shall be reallocated by the General Partner among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including gross income and gain), deduction and loss for the current year and future years. This Section 8.4(e) shall control notwithstanding any other provision of this Agreement, other than Section 7.12 and the reallocation or adjustment of taxable income, taxable loss or items thereof by the Internal Revenue Service or any other taxing authority. ~13~ Table of Contents
Final Capital Account Balances. Any gains from disposition and any stub-period operating income or loss shall be first closed to the Partners' capital accounts in order to reflect correct final balances prior to liquidating distributions. If a distribution of the Partnership property has been made on terms that produce a note or contract receivable to the Partnership, the dollar value attributable to each interest in such notice or contract receivable distributed pursuant to this Section 11.4 shall be, as to any distribution thereof, his pro rata portion of the face amount thereof, and the Partnership shall be obliged to make liquidating distributions in a fashion such that the Partners are each distributed a ratable share of cash items and a ratable share of receivable according to their respective total rights to liquidating distributions.
Final Capital Account Balances. The Members intend that the allocations provided under Section 5.3, Section 5.4 and Section 5.5 will result in final Capital Account balances for each Member equal to the liquidating distributions pursuant to Section 11.2(c)(iii) to be made to such Member. If the allocations otherwise made under Section 5.3, Section 5.4 and Section 5.5 would fail to produce such final Capital Account balances, the Managing Member shall cause the allocations made under Section 5.3 to be made in a manner that achieves the foregoing intent as close as possible.
