Common use of Final Allocations Clause in Contracts

Final Allocations. Notwithstanding anything herein to the contrary, the Partnership’s income, gain, losses, deductions and credits for the Fiscal Year or other period in which the Partnership dissolves and liquidates shall be allocated to and among the Partners in a manner such that the Capital Account balance of each Partner, immediately after giving effect to such allocations, shall, as nearly as possible, equal such Partner’s Final Distribution. For purposes of this Section 11.07, the allocation provisions contained in this Agreement are intended to produce a final Capital Account balance for each Partner (such Partner’s “Target Final Balance”) that is equal to such Partner’s Final Distribution and that to the extent that the Partnership determines that the allocation provisions of this Agreement would not produce the Target Final Balance for any Partner, then this Agreement shall be automatically amended, and allocations of items of Partnership income (including gross income), gain, deductions and/or losses shall be allocated in such manner as the General Partner determines to be necessary to produce such Target Final Balance for each Partner (and, if and to the extent the General Partner determines it to be necessary, for any prior Fiscal Year or other period if the United States federal income tax return of the Partnership for such prior Fiscal Year or other period has not yet been filed or is still open and can be amended, shall be specially allocated as the General Partner determines to be necessary to cause the respective positive Capital Account balance of each Partner to be equal to such Partner’s Target Final Balance). This Section 11.07 shall apply without regard to any allocation or re-allocation that may be required and/or imposed by the Internal Revenue Service or any other tax authority in any audit, proceeding or otherwise.

Final Allocations. Notwithstanding anything herein to the contrary, the PartnershipCompany’s income, gain, losses, deductions and credits for the Fiscal Year or other period in which the Partnership Company dissolves and liquidates shall be allocated to and among the Partners Members in a manner such that the Capital Account balance of each PartnerMember, immediately after giving effect to such allocations, shall, as nearly as possible, equal such PartnerMember’s Final Distribution. For purposes of this Section 11.07, the allocation provisions contained in this Agreement are intended to produce a final Capital Account balance for each Partner Member (such PartnerMember’s “Target Final Balance”) that is equal to such PartnerMember’s Final Distribution and that to the extent that the Partnership Board determines that the allocation provisions of this Agreement would not produce the Target Final Balance for any PartnerMember, then this Agreement shall be automatically amended, and allocations of items of Partnership Company income (including gross income), gain, deductions and/or losses shall be allocated in such manner as the General Partner Board determines to be necessary to produce such Target Final Balance for each Partner Member (and, if and to the extent the General Partner Board determines it to be necessary, for any prior Fiscal Year or other period if the United States federal income tax return of the Partnership Company for such prior Fiscal Year or other period has not yet been filed or is still open and can be amended, shall be specially allocated as the General Partner Board determines to be necessary to cause the respective positive Capital Account balance of each Partner Member to be equal to such PartnerMember’s Target Final Balance). This Section 11.07 shall apply without regard to any allocation or re-allocation that may be required and/or imposed by the Internal Revenue Service or any other tax authority in any audit, proceeding or otherwise.