Adjustment of Allocations Clause Samples

Adjustment of Allocations. In order to facilitate the application of U.S. income tax principles, with respect to the allocations required under Sections 4.02, 4.03 and 4.04, the Tax Matters Member after consulting with the other Member shall have the power to adjust such allocations as may be necessary to maintain substantial economic effect, or to insure that such allocations are in accordance with the interests of the Member, in each case within the meaning of the Code and the Treasury Regulations. All matters concerning allocations for U.S. Federal, state and local and foreign income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Tax Matters Member, after consultation with the other Member.

Adjustment of Allocations. If the allocations set forth in this Article IV are adjusted by the Internal Revenue Service and the Tax Matters Partner agrees to such adjustments, such allocations shall be amended to the minimum extent necessary to conform with such adjustments.

Adjustment of Allocations. In the event that the General Partner reasonably determines that the allocations otherwise required pursuant to Section 5.04 (Allocation of Net Capital Appreciation or Net Capital Depreciation) or Section 5.05(a) (Generally) would not properly reflect the economic arrangement of the Partners or would otherwise cause any inequitable or onerous result for any Partner, then, notwithstanding any provision in this Agreement to the contrary, the General Partner may adjust such allocations in the manner the General Partner reasonably determines to be required to prevent or minimize such result.

Adjustment of Allocations. If the General Partner reasonably determines that the allocations otherwise required pursuant to Section 5.04 (Allocation of Net Capital Appreciation or Net Capital Depreciation) or Section 5.04(a) (General) would not properly reflect the economic arrangement of the Partners or would otherwise cause any inequitable or onerous result for any Partner, then, notwithstanding any provision in this Agreement to the contrary, the General Partner may adjust such allocations in the manner the General Partner reasonably determines to be required to prevent or minimize such result. Furthermore, consistent with Section 1.04 (Series and Classes of Interests), the General Partner may determine (in its sole discretion) to adjust such allocations to reflect the particular Investments held by any Series or classes of Interests.

Adjustment of Allocations. ‌ (a) In the event that the General Partner reasonably determines that the allocations otherwise required pursuant to Section 5.04 would not properly reflect the economic arrangement of the Partners as reflected in this Agreement or as previously disclosed to the Founding Limited Partner or would otherwise cause any inequitable or onerous result for any Partner, then, notwithstanding any provision in this Agreement to the contrary, the General Partner may adjust such allocations in the manner as the General Partner reasonably determines to be required to prevent such result. (b) The General Partner may make adjustments to the structure of the Partnership (including the governing documents related thereto), or may vary the manner in which the Performance Fee or the Management Fee are paid or distributed, in order to address applicable structural, ownership, legal, or regulatory changes, or to improve overall tax efficiency, provided that no such adjustment would cause any material adverse consequences to the Limited Partners. Notwithstanding anything to the contrary in this Agreement, allocations, payments and/or distributions of the Performance Fee and/or the Management Fee, in whole or in part (without duplication), may be, at the discretion of the General Partner, allocated, paid and/or distributed from any direct or indirect subsidiary vehicles of the Partnership (as determined by the General Partner) rather than the Partnership, and all references in this Agreement to the Performance Fee and/or the Management Fee being allocated, paid and distributed at the level of the Partnership shall be construed accordingly. The General Partner shall make all necessary and appropriate adjustments (including reproducing the allocation, payment and/or distributions related to the Performance Fee and/or the Management Fees at such level) to ensure that all calculations are aggregated with the investment results of the Partnership, are not deemed to increase, reduce or duplicate the allocations, distributions and/or payments related to the Performance Fee and/or the Management Fees allocable, payable and/or distributable by the Partnership.

Adjustment of Allocations. In the event that the Managing Member reasonably determines that the allocations otherwise required pursuant to Sec. 3.03 or Sec.

Adjustment of Allocations. If the Interests are recalculated under Section 6.7(b) or (c), and either distributions were made, or any items of Profit, Loss or credit were allocated to the Members during the period covered by the Program and Budget based on the Interests as adjusted under Section 6.6(b) or (c) at the beginning of the Program and Budget period, (i) in the case of distributions, the amount of subsequent distributions to be made to the Contributing Member will be decreased, and the amount of subsequent distributions to the Non-Contributing Member will be increased, until the Non-Contributing Member has received distributions from the Company, to the extent possible, in the amounts that the Non-Contributing Member would have received, and (ii) in the case of allocations, the Manager will cause the Company to make such offsetting allocations of items of Profit, Loss or credit in a manner reasonably determined by the Manager, so that the Members have been allocated, to the extent possible, the amounts that the Members would have been allocated, in each case if the Members’ Interests at the beginning of the period covered by the Program and Budget had equaled the Interests recalculated under Section 6.7(b), taking into account any reimbursement of the Excess Contribution under Section 6.7(c).

Adjustment of Allocations. In the event that the Board reasonably and unanimously determines that the allocations otherwise required pursuant to Section 6.02 or 6.03(a) would not properly reflect the economic arrangement of the Members or would otherwise cause any inequitable or onerous result for any Member, then, notwithstanding any provision in this Agreement to the contrary, the Company may adjust such allocations in such manner as the Board reasonably and unanimously determines to be required to prevent such result.

Adjustment of Allocations. 1. If a teaching vacancy for which the surplused teacher is qualified occurs in that school during the following school year after the student count day, or in allocations for the school year after that, the surplused teacher shall be given the opportunity to return to that assignment using a temporary fill if during the following school year. 2. When possible, special area teachers assigned to more than one unit or building shall be notified in writing at least four weeks prior to the opening of school of a change in assignment from that of the preceding year.