Common use of Fractions Rule Clause in Contracts

Fractions Rule. The Partners intend that the foregoing allocation provisions of this Article VII shall be made in such a manner as to have “substantial economic effect” pursuant to Regulations Section 1.704-1(b), and enable each Limited Partner which is a qualified organization under Section 514 of the Code (“Qualified Organization”) to meet the requirements of Section 514(c)(9)(E) of the Code. To the extent such foregoing allocation provisions do not have “substantial economic effect,” or cause a Limited Partner which is a Qualified Organization to be unable to meet the requirements of Section 514(c)(9)(E) of the Code, such provisions shall be amended by the General Partner if and to the extent necessary to produce such result; provided, however, that no such adjustment that has a material adverse effect upon any Partner shall be made without the General Partner having received from counsel an opinion that such adjustments are necessary for a Limited Partner which is a Qualified Organization to comply with the requirements of Section 514(c)(9)(E) of the Code. This Section 7.12 shall control notwithstanding any other provision of this Agreement or the reallocation or adjustment of taxable income, taxable loss or items thereof by the Internal Revenue Service or any other taxing authority.