Common use of Allocation Adjustments Clause in Contracts

Allocation Adjustments. The allocations set forth in this Section ---------------------- are intended to allocate Company income, gains, deductions and losses to the Members for federal income tax purposes in accordance with their economic interests in the Company while complying with the requirements of Code Sections 704(b), 704(c) and 752, as well as the Regulations promulgated under such Sections. If, in the opinion of the Company's tax counsel, the allocation of profits or losses pursuant to the preceding provisions of this Section 13 does not (i) satisfy the requirements of Code Section 704(b), 704(c), 752 or the Regulations underlying any of these Sections, (ii) comply with any other provisions of the Code or the Regulations, or (iii) properly take into account any expenditure or item of income or gain of the Company or the transfer of an interest in the Company, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 13, the income, gains, deductions and/or losses of the Company shall be allocated in such manner as the Company's tax counsel determines to be required so as to reflect properly (i), (ii) and/or (iii) of this Section 13(g), as the case may be, and the Managing Members shall have the right to amend this Agreement without action by the Members to reflect any such change in the method of allocating Company income, gains, deductions and/or losses, provided, however, that any change in the method of allocating such income, gains, deductions and/or losses shall not materially alter the pre- tax economic arrangement among the Members.