Common use of General Allocation Provisions Clause in Contracts

General Allocation Provisions. (a) If any assets of the Company are distributed in kind to the Interest Holders, those assets shall be valued at their fair market value, and any Interest Holder entitled to any interest in those assets shall receive that interest as a tenant-in-common with all other Interest Holders so entitled. Unless the Management Committee determines otherwise, the fair market value of the assets shall be determined by an independent appraiser who shall be selected by the Company. The Profit or Loss for each unsold asset shall be determined as if the asset had been sold at its fair market value, and the Profit or Loss shall be allocated as provided in sections 5.1 through 5.5 and shall be properly credited or charged to the Capital Accounts of the Interest Holders prior to the distribution of the assets under sections 5.7 and 5.8. (b) The Management Committee is hereby authorized, upon the advice of the Company’s tax counsel, to amend this section 5 to comply with the Code and the Regulations promulgated under Code Section 704(b); provided, that no amendment shall materially affect distributions to an Interest Holder without the Interest Holder’s prior written consent. (c) The Members are aware of the income tax consequences of the allocations made by this section 5 and hereby agree to be bound by the provisions of this section 5 in reporting their shares of Company income and losses for income tax purposes. (d) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Management Committee using any permissible method under Code Section 706 and the Regulations thereunder. (e) Solely for purposes of determining an Interest Holder’s proportionate share of the “excess non-recourse liabilities” of the Company within the meaning of Regulation Section 1.752-3(a)(3), the Interest Holders’ Interests in Company profits are in proportion to their Percentages. (f) To the extent permitted by Regulation Section 1.704-2(h)(3), the Management Committee shall endeavor to treat distributions to Interest Holders as having been made from the proceeds of a Non-recourse Liability or a Member Non-recourse Liability only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Interest Holder. (g) Except for arrangements expressly described in this Agreement, no Interest Holder shall enter into (or permit any Person related to the Interest Holder to enter into) any arrangement with respect to any liability of the Company that would result in such Interest Holder, or a person related to such Interest Holder under Regulation Section 1.752-4(b), bearing the economic risk of loss (within the meaning of Regulation Section 1.752-2) with respect to such liability unless such arrangement has been approved by all of the Members. To the extent an Interest Holder is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Interest Holders shall be afforded the opportunity to guarantee such Interest Holder’s pro rata share of such indebtedness, determined in accordance with the Interest Holders’ respective Sharing Ratios.

General Allocation Provisions. (a) If any assets of the Company are distributed in kind to the Interest Holders, those assets shall be valued at their fair market value, and any Interest Holder entitled to any interest in those assets shall receive that interest as a tenant-in-common with all other Interest Holders so entitled. Unless the Management Committee determines otherwise, the fair market value of the assets shall be determined by an independent appraiser who shall be selected by the Company. The Profit or Loss for each unsold asset shall be determined as if the asset had been sold at its fair market value, and the Profit or Loss shall be allocated as provided in sections 5.1 through 5.5 and shall be properly credited or charged to the Capital Accounts of the Interest Holders prior to the distribution of the assets under sections 5.7 and 5.8. (b) The Management Committee is hereby authorized, upon the advice of the Company’s tax counsel, to amend this section 5 to comply with the Code and the Regulations promulgated under Code Section 704(b); provided, that no amendment shall materially affect distributions to an Interest Holder without the Interest Holder’s prior written consent. (c) The Members are aware of the income tax consequences of the allocations made by this section 5 and hereby agree to be bound by the provisions of this section 5 in reporting their shares of Company income and losses for income tax purposes. (d) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Management Committee using any permissible method under Code Section 706 and the Regulations thereunder. (e) Solely for purposes of determining an Interest Holder’s proportionate share of the “excess non-recourse liabilities” of the Company within the meaning of Regulation Section 1.752-3(a)(3), the Interest Holders’ Interests in Company profits are in proportion to their Percentages. (f) To the extent permitted by Regulation Section 1.704-2(h)(3), the Management Committee shall endeavor to treat distributions to Interest Holders as having been made from the proceeds of a Non-recourse Liability or a Member Non-recourse Liability only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Interest Holder. (g) Except for arrangements expressly described in this Agreement, no Interest Holder shall enter into (or permit any Person related to the Interest Holder to enter to.enter into) any arrangement with respect to any liability of the Company that would result in such Interest Holder, or a person related to such Interest Holder under Regulation Section 1.752-4(b), bearing the economic risk of loss (within the meaning of Regulation Section 1.752-2) with respect to such liability unless such arrangement has been approved by all of the Members. To the extent an Interest Holder is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Interest Holders shall be afforded the opportunity to guarantee such Interest Holder’s pro rata share of such indebtedness, determined in accordance with the Interest Holders’ respective Sharing Ratios.

General Allocation Provisions. (a) If any assets of the Company are 5.3.1 Any asset that may be distributed in kind to the an Interest Holders, those assets Holder shall be valued at their such asset’s fair market value, and any Interest Holder entitled to any interest in those assets any such asset shall receive that interest as a tenant-in-common with all other Interest Holders so entitled. Unless the Management Committee determines otherwise, the fair market value of the assets shall be determined by an An independent appraiser who shall be selected by the CompanyCompany shall determine the fair market value of any such distributed asset. The Profit or Loss for each unsold asset shall be determined as if the asset had been sold at its fair market value, and the Profit or Loss shall be allocated as provided in sections 5.1 through 5.5 this Agreement and shall be properly credited or charged to the Capital Accounts of the Interest Holders prior to the any distribution of the such assets under sections 5.7 and 5.8this § 5. (b) 5.3.2 The Management Committee Members intend that this Agreement shall be interpreted to comply with the Code and the Regulations promulgated from time to time under Code § 704(b); Accounting Member is hereby authorized, upon the advice of the Company’s tax counsel, to amend this section § 5 to comply with the Code and the Regulations promulgated from time to time under Code Section § 704(b); provided, that no amendment shall materially affect distributions any distribution to an Interest Holder without the such Interest Holder’s prior written consent. (c) The Members are 5.3.3 Each of the Interest Holders, severally and not jointly, represents and warrants to the Company that he or it is aware of the income tax consequences of the allocations made by this section § 5 and as a result of his or her consultation with his or her own tax advisors. Each of the Interest Holders hereby agree agrees to be bound by the provisions of this section § 5 in reporting their his or its shares of Company income and losses for income tax purposes. (d) 5.3.4 For purposes of determining the Profits, Losses, or any other items item allocable to any period, Profits, Losses, and any such other items item shall be determined on a daily, monthly, or other basis, as determined by Accounting Member may determine to be in the Management Committee best interest of the Company, using any permissible method under Code Section § 706 and the Regulations thereunder. (e) Solely for purposes of determining an Interest Holder’s proportionate share of the “excess non-recourse liabilities” of the Company within the meaning of Regulation Section 1.752-3(a)(3), the Interest Holders’ Interests in Company profits are in proportion to their Percentages. (f) To the extent permitted by Regulation Section 1.704-2(h)(3), the Management Committee shall endeavor to treat distributions to Interest Holders as having been made from the proceeds of a Non-recourse Liability or a Member Non-recourse Liability only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Interest Holder. (g) Except for arrangements expressly described in this Agreement, no Interest Holder shall enter into (or permit any Person related to the Interest Holder to enter into) any arrangement with respect to any liability of the Company that would result in such Interest Holder, or a person related to such Interest Holder under Regulation Section 1.752-4(b), bearing the economic risk of loss (within the meaning of Regulation Section 1.752-2) with respect to such liability unless such arrangement has been approved by all of the Members. To the extent an Interest Holder is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Interest Holders shall be afforded the opportunity to guarantee such Interest Holder’s pro rata share of such indebtedness, determined in accordance with the Interest Holders’ respective Sharing Ratios.

General Allocation Provisions. (a) If any assets of the Company are distributed in kind to the Interest Holders, those assets shall be valued at their fair market value, and any Interest Holder entitled to any interest in those assets shall receive that interest as a tenant-in-common with all other Interest Holders so entitled. Unless the Management Committee determines otherwise, the fair market value of the assets shall be determined by an independent appraiser who shall be selected by the Company. The Profit or Loss for each unsold asset shall be determined as if the asset had been sold at its fair market value, and the Profit or Loss shall be allocated as provided in sections 5.1 through 5.5 and shall be properly credited or charged to the Capital Accounts of the Interest Holders prior to the distribution of the assets under sections 5.7 and 5.8. (b) The Management Committee is hereby authorized, upon the advice of the Company’s tax counsel, to amend this section 5 to comply with the Code and the Regulations promulgated under Code Section 704(b); provided, that no amendment shall materially affect distributions to an Interest Holder without the Interest Holder’s prior written consent. (c) The Members are aware of the income tax consequences of the allocations made by this section 5 and hereby agree to be bound by the provisions of this section 5 in reporting their shares of Company income and losses for income Income tax purposes. (d) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a dailydally, monthly, or other basis, as determined by the Management Committee using any permissible method under Code Section 706 and the Regulations thereunder. (e) Solely for purposes of determining an Interest Holder’s proportionate share of the “excess non-recourse nonrecourse liabilities” of the Company within the meaning of Regulation Section 1.752-3(a)(3), the Interest Holders’ Interests in Company profits are in proportion to their Percentages. (f) To the extent permitted by Regulation Section 1.704-2(h)(3), the Management Committee shall endeavor to treat distributions to Interest Holders as having been made from the proceeds of a Non-recourse Nonrecourse Liability or a Member Non-recourse Nonrecourse Liability only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Interest Holder. (g) Except for arrangements expressly described in this Agreement, no Interest Holder shall enter into (or permit any Person related to the Interest Holder to enter into) any arrangement with respect to any liability of the Company that would result in such Interest Holder, or a person related to such Interest Holder under Regulation Section 1.752-4(b), bearing the economic risk of loss (within the meaning of Regulation Section 1.752-2) with respect to such liability unless such arrangement has been approved by all of the Members. To the extent an Interest Holder is permitted to guarantee the repayment of any Company indebtedness under this Agreement, each of the other Interest interest Holders shall be afforded the opportunity to guarantee such Interest interest Holder’s pro rata share of such indebtedness, determined in accordance with the Interest Holders’ respective Sharing Ratios.