Common use of Seller Earnout Units (Allocations Clause in Contracts

Seller Earnout Units (Allocations. The parties to this Agreement intend that, for U.S. federal income tax purposes, and for purposes of the tax, allocation, and Capital Account provisions of this Agreement (i) no Partner shall be treated as having taxable income or gain as a result of holding any Seller Earnout Unit at the time a Triggering Event has occurred with respect such Seller Earnout Unit, (ii) prior to the time any Seller Earnout Unit is forfeited to the Partnership in accordance with Section 3.1(c), such Seller Earnout Unit shall be treated as (and shall receive allocations as if they were) outstanding and not subject to forfeiture for U.S. federal income tax purposes, and (iii) if any Seller Earnout Unit is forfeited for failing to achieve a Triggering Event prior to the Earnout Termination Date, the parties to this Agreement intend and agree to treat such forfeiture as an adjustment to the transaction consideration pursuant to the BCA and the Partnership shall (x) make corresponding adjustments to the initial Capital Accounts of the Partners as necessary or appropriate and (y) prepare and file all tax returns consistent therewith unless otherwise required by a “determination” within the meaning of Code Section 1313.