Common use of Intent of Allocations Clause in Contracts

Intent of Allocations. The parties intend that the foregoing tax allocation provisions of this Article 3 shall produce final Capital Account balances of the Partners that will permit liquidating distributions made in accordance with final Capital Account balances under Section 4.2.3 to be made (after unpaid loans and interest thereon, including those owed to Partners have been paid) in a manner identical to the order of priorities set forth in Sections 4.1.1 and 4.1.2. To the extent that the tax allocation provisions of this Article 3 would fail to produce such final Capital Account balances, (i) such provisions shall be amended by the General Partner if and to the extent necessary to produce such result and (ii) taxable income and taxable loss of the Partnership for prior open years (or items of gross income and deduction of the Partnership for such years) shall be reallocated among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years, as reasonably Approved by the General Partner. This Section 3.6 shall control notwithstanding any reallocation or adjustment of taxable income, taxable loss, or items thereof by the Internal Revenue Service or any other taxing authority.

Intent of Allocations. The parties intend that the foregoing tax allocation provisions of this Article 3 9 shall produce final Capital Account balances of the Partners such that will permit liquidating distributions made in accordance with final Capital Account balances under Section 4.2.3 to be made 10.2(c)(2) (after unpaid loans and interest thereon, including those owed to Partners have been paid) are made in a manner identical to the order of priorities set forth in Sections 4.1.1 and 4.1.2accordance with final Capital Account balances. To the extent that the tax allocation provisions of this Article 3 9 would fail to produce such final Capital Account balances, (i) such provisions shall be amended by the General Partner (with the Limited Partner's written consent) if and to the extent necessary to produce such result and (ii) taxable income and taxable loss of the Partnership for prior open years (or items of gross income and deduction of the Partnership for such years) shall be reallocated by the General Partner among the Partners (with the Limited Partner's written consent) to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years, as reasonably Approved approved by the General Partner and Limited Partner. This Section 3.6 9.9 shall control notwithstanding any reallocation or adjustment of taxable income, taxable loss, or items thereof by the Internal Revenue Service or any other taxing authority.

Intent of Allocations. The parties intend that the foregoing tax allocation provisions of this Article 3 shall produce final Capital Account balances of the Partners Members that will permit liquidating distributions made in accordance with final Capital Account balances under Section 4.2.3 to be made (after unpaid loans and interest thereon, including those owed to Partners Members have been paid) in a manner identical to the order of priorities set forth in Sections 4.1.1 and 4.1.2. To the extent that the tax allocation provisions of this Article 3 would fail to produce such final Capital Account balances, (i) such provisions shall be amended by the General Partner Members if and to the extent necessary to produce such result and (ii) taxable income and taxable loss of the Partnership Company for prior open years (or items of gross income and deduction of the Partnership Company for such years) shall be reallocated among the Partners Members to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years, as reasonably Approved by the General PartnerMembers. This Section 3.6 shall control notwithstanding any reallocation or adjustment of taxable income, taxable loss, or items thereof by the Internal Revenue Service or any other taxing authority.

Intent of Allocations. The parties intend that the foregoing tax allocation provisions of this Article 3 shall produce final Capital Account balances of the Partners Members that will permit liquidating distributions made in accordance with final Capital Account balances under Section 4.2.3 to be made (after unpaid loans and interest thereon, including those owed to Partners Members have been paid) in a manner identical to the order of priorities set forth in Sections 4.1.1 and 4.1.2. To the extent that the tax allocation provisions of this Article 3 would fail to produce such final Capital Account balances, (i) such provisions shall be amended by the General Partner Members if and to the extent necessary to produce such result and (ii) taxable income and taxable loss of the Partnership Company for prior open years (or items of gross income and deduction of the Partnership Company for such years) shall be reallocated among the Partners Members to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years, as reasonably Approved by the General PartnerMembers. This Section 3.6 shall control notwithstanding any reallocation or adjustment of taxable income, taxable loss, or items thereof by the Internal Revenue Service or any other taxing authority.

Intent of Allocations. The parties Parties intend that the foregoing tax allocation provisions of this Article 3 shall produce final Capital Account balances of the Partners that will permit liquidating distributions made in accordance with final Capital Account balances under Section 4.2.3 to be made (after unpaid loans and interest thereon, including those owed to Partners have been paid) in a manner identical to the order of priorities set forth in Sections 4.1.1 and 4.1.2. To the extent that the tax allocation provisions of this Article 3 would fail to produce such final Capital Account balances, (i) such provisions shall be amended by the General Partner if and to the extent necessary to produce such result and (ii) taxable income and taxable loss of the Partnership for prior open years (or items of gross income and deduction of the Partnership for such years) shall be reallocated among the Partners to the extent it is not possible to achieve such result with allocations of items of income (including gross income) and deduction for the current year and future years, as reasonably Approved by the General Partner. This Section 3.6 shall control notwithstanding any reallocation or adjustment of taxable income, taxable loss, or items thereof by the Internal Revenue Service or any other taxing authority.