Common use of Intent of Allocations Clause in Contracts

Intent of Allocations. The parties intend that the foregoing tax allocation provisions of this paragraph 9 will produce final Capital Account balances of the Members that will permit liquidating Distributions that are made in accordance with final Capital Account balances under paragraph 10.2(c) hereof to be made (after unpaid loans and interest thereon, including those owed to Members have been paid) in a manner identical to the order of priorities set forth in paragraph 10.1. To the extent that the tax allocation provisions of this paragraph 9 would fail to produce such final Capital Account balances, (i) such provisions will be amended by the Managers if and to the extent necessary to produce such result and (ii) taxable income and taxable loss of the Company for prior open years (or items of gross income and deduction of the Company for such years) will be reallocated by the Managers among the 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 Managers. This 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 paragraph Article 9 will shall produce final Capital Account balances of the Members Partners such that will permit liquidating Distributions that are distributions made in accordance with final Capital Account balances under paragraph 10.2(cSection 10.2(c)(2) hereof to be made (after unpaid loans and interest thereon, including those owed to Members Partners have been paid) are made in a manner identical to the order of priorities set forth in paragraph 10.1accordance with final Capital Account balances. To the extent that the tax allocation provisions of this paragraph Article 9 would fail to produce such final Capital Account balances, (i) such provisions will shall be amended by the Managers General Partner (with the Preferred Partner's written consent) if and to the extent necessary to produce such result and (ii) taxable income and taxable loss of the Company Partnership for prior open years (or items of gross income and deduction of the Company Partnership for such years) will shall be reallocated by the Managers General Partner among the Members Partners (with the 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 ManagersGeneral Partner and Preferred Partner. This paragraph 9.6 will 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 paragraph 9 will Article 3 shall produce final Capital Account balances of the Members Venturers that will permit liquidating Distributions that are distributions made in accordance with final Capital Account balances under paragraph 10.2(c) hereof Section 4.2.3 to be made (after unpaid loans and interest thereon, including those owed to Members Venturers have been paid) in a manner identical to the order of priorities set forth in paragraph 10.1Sections 4.1.1 and 4.1.2. To the extent that the tax allocation provisions of this paragraph 9 Article 3 would fail to produce such final Capital Account balances, (i) such provisions will shall be amended by the Managers Venturers if and to the extent necessary to produce such result and (ii) taxable income and taxable loss of the Company Venture for prior open years (or items of gross income and deduction of the Company Venture for such years) will shall be reallocated by the Managers among the Members Venturers 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 reasonably Approved by the ManagersVenturers. This paragraph 9.6 will 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 paragraph 9 will Article VI shall produce final Capital Account balances of the Members Partners that will permit liquidating Distributions distributions that are made in accordance with final Capital Account balances under paragraph 10.2(cSection 13.2.1(d) hereof to be made (after unpaid loans and interest thereon, including include those owed to Members Partners have been paid) in a manner identical to the order of priorities set forth in paragraph 10.1Section 6.1. To the extent that the tax allocation provisions of this paragraph 9 Article VI would fail to produce such final Capital Account balances, (ia) such provisions will shall be amended by the Managers if and to the extent necessary to produce such result and (iib) taxable income Taxable Income and taxable loss Taxable Loss of the Company Partnership for prior open years (or items of gross income and deduction of the Company Partnership for such years) will shall be reallocated by the Managers among the Members 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 approved by the Managers. This paragraph 9.6 will Section 6.9 shall control notwithstanding any reallocation or adjustment of taxable incomeTaxable Income, taxable lossTaxable Loss, or items thereof by the Internal Revenue Service or any other taxing authority.