Modification by General Partner Clause Samples

Modification by General Partner. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or any Limited Partners), are computed in order to comply with such Regulations, the General Partner may make such modification without regard to Article 14 of this Agreement. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

Modification by General Partner. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to (i) modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or any Limited Partners) are computed in order to comply with such Regulations or (ii) (A) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (B) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b), the General Partner may make such modification; provided, that the General Partner gives prompt written notice to each Limited Partner of such modification and such modification will not have a material effect on the amounts distributable to any Person pursuant to Article V or Article XIII.

Modification by General Partner. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulation section 1.7041(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debts or credits thereto (including, without limitation, debits or credits relating to liabilities which are secure by contributed or distributed property or which are assumed by the Partnership, the General Partner, or any Limited Partners) are computed to comply with such Regulations, the General Partner shall give prompt written notice to each of the Limited Partners. In the event that the General Partner does not receive a written objection to such proposed modification within 20 Business Days after the date on which the General Partner first sent such notice, the General Partner may make such modification. In the event that the General Partner receives one or more written objections within such 20 Business Day period, the General Partner and the objecting Limited Partners shall attempt to resolve such matter within 10 Business Days from the expiration of such 20 Business Day period. In the event that the General Partner and the objecting Limited Partners cannot resolve such matter, the Partners select Deloitte & Touche to decide such matter and such determination shall be final. Notwithstanding the foregoing, no modification hereunder shall be made by the General Partner where such modification would have a material effect on the amounts distributable to any Person pursuant to Article XIII of this Agreement upon the liquidation of the Partnership. The General Partner also shall (a) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes, in accordance with Treasury Regulation section 1.104-1 (b)(2)(iv)(q), and (b) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulation section 1.704-1(b).