Common use of Special Reallocations Clause in Contracts

Special Reallocations. Notwithstanding anything to the contrary herein, each Unitholder agrees, even if such Unitholder no longer holds any Units, that if the Dragging Party determines in good faith that a reallocation of any Distribution under Section 4.1 or net proceeds under this Section 9.2 is necessary to effect the applicable distribution provisions of this Agreement, then such Unitholder shall refund to the Company (or, as appropriate, the Dragging Party or its appointed representative on behalf of and for the benefit of the Company) the amount of any such Distribution or net proceeds received by such Unitholder in accordance with this Agreement to the extent such Distribution or net proceeds is determined to exceed the amount to which such Unitholder is entitled. In connection with such reallocation and corresponding adjustments, the Dragging Party or its appointed representative shall distribute any refunded excess to each Unitholder which received less than it was entitled to receive in accordance with such applicable distribution provisions of this Agreement, taking into account in determining such refund and reallocation all corresponding adjustments of Tax Distributions, Pro Rata Basis (for purposes of allocation of expenses and indemnification obligations and other items), Tax allocations and other allocations and apportionments. The obligations of the Unitholders set forth in this Section 9.2(f) shall survive until the consummation of a Sale of the Company; provided, that (i) solely with respect to any reallocation and adjustments as a result of Distributions or net proceeds that were not originally recognized as Class A Unit Cash Outflows later being recognized as Class A Unit Cash Outflows, such obligation shall survive until the earlier of (A) the fifth (5th) anniversary of a Sale of the Company (at which time the Dragging Party or its representative, as applicable, shall determine the Fair Market Value of any property not included in Class A Unit Cash Outflows) and (B) the date on which all such Distributions or net proceeds are recognized as Class A Unit Cash Outflows, and (ii) solely with respect to any reallocation and adjustments in connection with any indemnity under Section 9.2(d), such obligation shall survive until the earlier of (A) the fifth (5th) anniversary of a Sale of the Company, and (B) the date the statute of limitations or any other applicable survival limitation has expired with respect to such indemnity.

Special Reallocations. Notwithstanding anything to the contrary herein, each Unitholder agrees, even if such Unitholder no longer holds any Units, that if the Dragging Party Board determines in good faith that a reallocation of any Distribution under Section 4.1 or the net proceeds under this Section 9.2 is necessary to effect the applicable distribution provisions of this Agreement, then that such Unitholder shall will refund to the Company (or, as appropriate, the Dragging Party Board or its such appointed representative on behalf of and for the benefit of the Company) the amount of any such Distribution or net proceeds received by such Unitholder in accordance with this Agreement to the extent such Distribution or net proceeds is determined to exceed the amount to which be in excess of what such Unitholder is entitled. In connection with such reallocation and corresponding adjustments, the Dragging Party Board or its such appointed representative shall distribute any refunded excess to each Unitholder which received less than it was entitled to receive in accordance with such applicable distribution Distribution provisions of this Agreement, taking into account in determining such refund and reallocation all corresponding adjustments of Tax Distributions, Pro Rata Basis (for purposes of allocation of expenses and indemnification obligations and other items), Tax allocations and other allocations and apportionments. The obligations of the Unitholders set forth in this Section 9.2(f9.2(g) shall survive until the consummation of a Sale Change of the CompanyControl; provided, that (i) solely with respect to any reallocation and adjustments as a result of Distributions or net proceeds that were not originally recognized as Class A Common Unit Cash Outflows later being recognized as Class A Common Unit Cash Outflows, such obligation shall survive until the earlier of (A) the fifth (5th) anniversary of a Sale Change of the Company Control (at which time the Dragging Party Board or its representative, as applicable, shall determine the Fair Market Value of any property not included in Class A Common Unit Cash Outflows) and (B) the date on which all such Distributions or net proceeds are recognized as Class A Common Unit Cash Outflows, Outflows and (ii) solely with respect to any reallocation and adjustments in connection with any indemnity under Section 9.2(d), such obligation shall survive until the earlier of (A) the fifth (5th) anniversary of a Sale Change of the Company, Control and (B) the date the statute of limitations or any other applicable survival limitation has expired with respect to such indemnity.

Special Reallocations. Notwithstanding anything to the contrary herein, each Unitholder agrees, even if such Unitholder no longer holds any Units, that if the Dragging Party Board determines in good faith that a reallocation of any Distribution under Section 4.1 or the net proceeds under this Section 9.2 is necessary to effect the applicable distribution provisions of this Agreement, then that such Unitholder shall will refund to the Company (or, as appropriate, the Dragging Party Board or its such appointed representative on behalf of and for the benefit of the Company) the amount of any such Distribution or net proceeds received by such Unitholder in accordance with this Agreement to the extent such Distribution or net proceeds is determined to exceed the amount to which be in excess of what such Unitholder is entitled. In connection with such reallocation and corresponding adjustments, the Dragging Party Board or its such appointed representative shall distribute any refunded excess to each Unitholder which received less than it was entitled to receive in accordance with such applicable distribution Distribution provisions of this Agreement, taking into account in determining such refund and reallocation all corresponding adjustments of Tax DistributionsDistributions Parthenon Blocker Tax Liability, Pro Rata Basis (for purposes of allocation of expenses and indemnification obligations and other items), Tax allocations and other allocations and apportionments. The obligations of the Unitholders set forth in this Section 9.2(f9.2(g) shall survive until the consummation of a Sale of the Company; provided, that (i) solely with respect to any reallocation and adjustments as a result of Distributions or net proceeds that were not originally recognized as Class A Common Unit Cash Outflows later being recognized as Class A Common Unit Cash Outflows, such obligation shall survive until the earlier of (A) the fifth (5th) anniversary of a Sale of the Company (at which time the Dragging Party Board or its representative, as applicable, shall determine the Fair Market Value of any property not included in Class A Common Unit Cash Outflows) and (B) the date on which all such Distributions or net proceeds are recognized as Class A Common Unit Cash Outflows, Outflows and (ii) solely with respect to any reallocation and adjustments in connection with any indemnity under Section 9.2(d), such obligation shall survive until the earlier of (A) the fifth (5th) anniversary of a Sale of the Company, Company and (B) the date the statute of limitations or any other applicable survival limitation has expired with respect to such indemnity.