Modification of Allocations. The allocations set forth in Section 8.1 and this Section 8.2 are intended to comply with certain requirements of the Regulations. Notwithstanding the other provisions of this Article VIII, the General Partner shall be authorized to make, in its reasonable discretion, appropriate amendments to the allocations of items pursuant to this Agreement (i) in order to comply with Section 704 of the Code or applicable Regulations, (ii) to allocate properly items of income, gain, loss, deduction and credit to those Partners who bear the economic burden or benefit associated therewith or (iii) to otherwise cause the Partners to achieve the objectives underlying this Agreement as reasonably determined by the General Partner. If there are any changes after the date of this Agreement in applicable tax law, regulations or interpretation, or any errors, ambiguities, inconsistencies or omissions in this Agreement with respect to allocations to be made to Capital Accounts which would, individually or in the aggregate, cause the Partners not to achieve in any material respect the economic objectives underlying this Agreement, the General Partner may in its discretion make appropriate adjustments to such allocations in order to achieve or approximate such economic objectives.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (J.Jill, Inc.)
Modification of Allocations. The allocations set forth in Section 8.1 5.2 and this Section 8.2 5.3 are intended to comply with certain requirements of the Regulations. Notwithstanding the other provisions of this Article VIIIV, the General Partner Managing Member shall be authorized to make, in its reasonable discretion, appropriate amendments to the allocations of items pursuant to this Agreement (i) in order to comply with Section 704 of the Code or applicable Regulations, (ii) to allocate properly items of income, gain, loss, deduction and credit to those Partners Holders who bear the economic burden or benefit associated therewith or (iii) to otherwise cause the Partners Holders to achieve the objectives underlying this Agreement as reasonably determined by the General PartnerManaging Member. If there are any changes after the date of this Agreement in applicable tax law, regulations or interpretation, or any errors, ambiguities, inconsistencies or omissions in this Agreement with respect to allocations to be made to Capital Accounts which would, individually or in the aggregate, cause the Partners Holders not to achieve in any material respect the economic objectives underlying this Agreement, the General Partner Managing Member may in its discretion make appropriate adjustments to such allocations in order to achieve or approximate such economic objectives.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Wayne Farms, Inc.), Limited Liability Company Agreement (Wayne Farms, Inc.)