Common use of Final Capital Account Balances Clause in Contracts

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. 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.