Members’ Intent. It is the intent of all the parties to this Agreement that all Distributions, including those to be made at liquidation, to the Unit Holders and the Manager are to be made in accordance with the Distribution rules set forth in Article IV of this Agreement (the "Cash Distribution Rules"). With this in mind, the tax allocation rules of Article IV have been drafted so that the final Capital Account balances of the Unit Holders and the Manager, computed at the time of liquidation, will have positive Capital Account balances which will result in Distributions to those Persons which are identical to the Distributions that such Persons would have received had the final liquidation Distributions been made among them under the Cash Distribution Rules, without reference to their positive Capital Account balances at liquidation. If, however, at the time of liquidation, the amounts distributable to the Unit Holders and the Manager based upon their then positive Capital Account balances under Section 11.4(b) are not identical to the amounts that would be distributable to them under the Cash Distribution Rules, regardless of their positive Capital Account balances, the Manager shall, notwithstanding the provisions of Article IV, allocate, to the extent possible, the Company's gains, profits and losses among the Unit Holders and the Manager, including the making, as necessary, of gross allocations of gains, profits and losses, in a manner that will cause the Distribution of liquidation proceeds to the Members to be made in accordance with the Cash Distribution Rules, and at the same time to be in accordance with the Members' respective positive Capital Account balances, after taking in account the special allocations required by this Section. If, for whatever reason, there is not sufficient gain, profits or losses upon the Company's liquidation to permit Distributions to be made in accordance with the Cash Distribution Rules, and to be made in accordance with the Unit Holders' and Manager's respective positive Capital Account balances, the allocations will be made to permit Distributions to be as close as possible to those required by the Cash Distribution Rules, but the Distributions themselves will be made in accordance with the final respective positive Capital Account balances to ensure that the tax allocations of gains, profits and losses required by this Agreement are respected under Section 704(b) of the Code and the corresponding Treasury Regulations.
Members’ Intent. The Members intend that AAC be classified as a partnership for federal tax purposes. The Limited Liability Company Agreement and this Protocol shall be interpreted in a manner to give effect to such intent.
Members’ Intent. The Members intend that the Company be treated as a “partnership” for United States federal and state income tax purposes. The Members intend that the Company shall not be a partnership (including without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member, if applicable, for any purposes other than federal and state tax purposes, and that this Agreement not be construed to suggest otherwise.
Members’ Intent. The Members intend that the Company be treated as a “partnership” for United States federal and state income tax purposes. The Members also intend that the Company not be operated or treated as a “partnership” for purposes of Section 303 of the U.S. Bankruptcy Code, as amended or supplemented from time to time, and any successor statute. No Member will take any action inconsistent with the intent of the parties as set forth in this Section 2.9. Notwithstanding the foregoing, the Members acknowledge and agree that the provisions of this Section 2.9 are subject to the provisions of Section 17.2 (Conversion of the Company into a “C” Corporation).
