Common use of Intent of Allocations Clause in Contracts

Intent of Allocations. The parties intend that the foregoing tax allocation provisions of this Article 9 shall produce final Capital Account balances of the Partners such that distributions made in accordance with Section 10.2(c)(2) (after unpaid loans and interest thereon, including those owed to Partners have been paid) are made in accordance with final Capital Account balances. To the extent that the tax allocation provisions of this Article 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 approved by the General Partner and Limited Partner. This Section 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 paragraph 9 shall will produce final Capital Account balances of the Partners such Members that distributions will permit liquidating Distributions that are made in accordance with Section 10.2(c)(2final Capital Account balances under paragraph 10.2(c) hereof to be made (after unpaid loans and interest thereon, including those owed to Partners Members have been paid) are made in accordance with final Capital Account balancesa manner identical to the order of priorities set forth in paragraph 10. 1. To the extent that the tax allocation provisions of this Article paragraph 9 would fail to produce such final Capital Account balances, (i) such provisions shall will be amended by the General Partner (with the Limited Partner's written consent) Managers 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 will be reallocated by the General Partner Managers among the Partners (with the Limited Partner's written consent) 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 approved by the General Partner and Limited PartnerManagers. This Section 9.9 shall paragraph 9.6 will 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 9 shall produce final Capital Account balances of the Partners such that distributions made in accordance with Section 10.2(c)(2) (after unpaid loans and interest thereon, including those owed to Partners have been paid) are made in accordance with final Capital Account balances. To the extent that the tax allocation provisions of this Article 9 would fail to produce such final Capital Account balances, (i) such provisions shall be amended by the General Partner (with the Limited Preferred 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 Preferred 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 approved by the General Partner and Limited Preferred Partner. This Section 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.