Modifications to Preserve Underlying Economic Objectives. If, in the opinion of counsel to the Fund, there is a change in the Federal income tax law (including the Code as well as the Treasury Regulations, rulings, and administrative practices thereunder) which makes modifying the allocation provisions of this Article V necessary or prudent to preserve the underlying economic objectives of the Members as reflected in this Agreement, the Administrator will make the minimum modification necessary to achieve that purpose.
Modifications to Preserve Underlying Economic Objectives. If in the opinion of counsel to the Company, there is a change in the Federal income tax law (including the Code as well as the regulations, rulings, and administrative practices thereunder) which makes it necessary or prudent to modify the allocation provisions of this Section 4 in order to preserve the underlying economic objectives of the Members as reflected in this Agreement, the Managers shall make the minimum modification necessary to achieve such purpose.
Modifications to Preserve Underlying Economic Objectives. In the event that
(i) there is a change in the Federal income tax law, (ii) the Fund borrows money or property on a nonrecourse basis, or (iii) the Fund makes an election to adjust the basis of the Fund’s assets under Section 754 of the Code (it being acknowledged that the Managing Member currently does not intend to make such an election), the Managing Member, after consultation with tax counsel to the Fund, may make the minimum modifications to the allocation provisions of this Agreement necessary to preserve the underlying economic objectives of the Members as reflected in this Agreement and, in the case of such a borrowing or election, to properly allocate the tax items relating to such borrowing or election in accordance with the Code and the Treasury Regulations. In addition, the Members acknowledge that changes have been proposed to the Code (as well as State and local law) that would, if enacted, adversely impact the income tax treatment of the Managing Member’s interest in the Fund (in particular, by changing the income tax treatment of certain profit allocations to the Managing Member). If any such changes are enacted, the Members shall negotiate in good faith to amend this Agreement in such a manner as to minimize the adverse consequences for the Managing Member and its members (in compliance with “economic substance” requirements arising under Federal income tax law) without creating adverse consequences for the Non-Managing Members. For purposes of the preceding sentence, the following shall not be deemed “adverse consequences” for the Non-Managing Members: (i) the costs of assessing, evaluating, processing or otherwise responding to proposed amendments (including the fees and costs of attorneys, accountants and other advisors engaged in connection therewith); (ii) accounting and similar administrative costs; and (iii) any costs or burdens of a de minimis nature.
Modifications to Preserve Underlying Economic Objectives. If, in the -------------------------------------------------------- opinion of counsel to the Partnership, there is a change in the Federal income tax law (including the Code as well as the regulations, rulings, and administrative practices thereunder) which makes it necessary or prudent to modify the allocation provisions of this Section 4 in order to preserve the underlying economic objectives of the Partners as reflected in this Agreement, the General Partner shall make the minimum modification necessary to achieve such purpose.
Modifications to Preserve Underlying Economic Objectives. In the event that (a) there is a change in the U.S. federal income tax law or (b) the Company borrows money or property, the Board of Managers, after consultation with the Company’s tax advisors, shall make the minimum modifications to the allocation provisions of this Agreement necessary to preserve the underlying economic objectives of the Members as reflected in this Agreement and, in the case of a borrowing, to properly allocate the tax items relating to such borrowing in accordance with the Code and the Treasury Regulations.
Modifications to Preserve Underlying Economic Objectives. In the event that (i) there is a change in the Federal income tax law, (ii) the Company borrows money or property on a nonrecourse basis, or
Modifications to Preserve Underlying Economic Objectives. In the event that there is a change in the federal income tax law, or the allocations provided for in this Agreement do not comply with the substantial economic effect and capital account rules set forth under Code Section 704 and the Treasury Regulations thereunder or otherwise properly reflect the economic interests of the Members, CSG, acting in its reasonable discretion after consultation with F45 and with the tax advisors to the Company, shall make such modifications to the allocation provisions of this Agreement necessary to preserve the underlying economic objectives of the Members and to comply with such provisions of the Code and the Treasury Regulations.
Modifications to Preserve Underlying Economic Objectives
