Reserves; Adjustments for Certain Future Events Clause Samples
The "Reserves; Adjustments for Certain Future Events" clause establishes the right or obligation to set aside financial reserves and to adjust those reserves in response to specified future occurrences. In practice, this means that a party may be required to estimate and allocate funds for potential liabilities or obligations that could arise, such as pending litigation, regulatory changes, or market fluctuations, and to revise those estimates as new information becomes available. The core function of this clause is to ensure that financial statements or contractual obligations accurately reflect potential future risks, thereby promoting transparency and protecting parties from unforeseen financial impacts.
Reserves; Adjustments for Certain Future Events. (a) Appropriate reserves may be created, accrued and charged against the Operating Profit or Operating Loss for contingent liabilities, if any, as of the date any such contingent liability becomes known to the General Partner or as of each other date as the General Partner deems appropriate, such reserves to be in the amounts which the General Partner deems necessary or appropriate (whether or not in accordance with generally accepted accounting principles). The General Partner may increase or reduce any such reserve from time to time by such amounts as the General Partner deems necessary or appropriate. The amount of any such reserve, or any increase or decrease therein, shall be proportionately charged or credited, as appropriate, to the Capital Accounts of those parties who are Partners at the time when such reserve is created, increased or decreased, as the case may be, in proportion to their respective Points at such time; provided, that, if any individual reserve item, as adjusted by any increase therein, exceeds the lesser of $500,000 or one percent of the aggregate value of the Capital Accounts of all such Partners, the amount of such reserve, increase or decrease shall instead be charged or credited to those parties who were Partners at the time, as determined by the General Partner, of the act or omission giving rise to the contingent liability for which the reserve item was established in proportion to their respective Points at that time. The amount of any such reserve charged against the Capital Account of a Partner shall reduce the distributions such Partner would otherwise be entitled to under Section 4.1 or Section 8.1 hereof; and the amount of any such reserve credited to the Capital Account of a Partner shall increase the distributions such Partner would otherwise be entitled to under Section 4.1 or Section 8.1 hereof
(b) If any amount is paid or received by the Partnership and such amount exceeds the lesser of $500,000 or one percent of the aggregate Capital Accounts of all Partners at the time of payment or receipt, and such amount was not accrued or reserved for but would nevertheless, in accordance with the Partnership’s accounting practices, be treated as applicable to one or more prior periods, then such amount may be proportionately charged or credited by the General Partner, as appropriate, to those parties who were Partners during such prior period or periods, based on each such Partner’s Points for such applicable period.
(c) If...
Reserves; Adjustments for Certain Future Events. (a) Appropriate reserves may be created, accrued and charged against the Net Assets and proportionately against the Capital Accounts of the Participants for contingent liabilities associated with the Joint Venture, including, without limitation, for accrued Performance Allocation amounts, such reserves to be in the amounts that Third Point deems necessary or appropriate in accordance with U.S. GAAP. Third Point may increase or reduce any such reserve from time to time by such amounts as Third Point deems necessary or appropriate in accordance with U.S. GAAP. At the reasonable discretion of Third Point, the amount of any such reserve, or any increase or decrease therein, may be charged or credited, as appropriate, to the Capital Accounts of those parties who are Participants at the time when such reserve is created, increased, or decreased, as the case may be, or alternatively may be charged or credited to those parties who were Participants at the time of the act or omission giving rise to the contingent liability for which the reserve was established.
(b) If Third Point in its reasonable discretion determines that it is equitable to treat an amount to be paid or received as being applicable to one or more prior periods, then such amount may be proportionately charged or credited, as appropriate, to those parties who were Participants during such prior period or periods. If any amount is to be charged or credited to a party who is no longer a Participant, such amount must be paid by (in the case of a charge) or to (in the case of a credit) such party, as the case may be, in cash. In the case of a charge, the former Participant is obligated to pay the amount of the charge, or if another Participant has already paid the charge, to reimburse such other Participant promptly on demand; provided that (i) in no event is a former Participant obligated to make a payment exceeding the amount of its Capital Account at the time to which the charge relates, and (ii) no such demand may be made if the applicable limitation period under applicable Law, if any, has expired. To the extent Third Point or the Participants fail to collect, in full, any amount required to be charged to such former Participant pursuant to paragraph (a) or (b) of this Section 3.7, whether due to the expiration of the applicable limitation period, if any, or for any other reason whatsoever, the deficiency may be charged proportionately to the Capital Accounts of the current Participants.
Reserves; Adjustments for Certain Future Events. 9 Section 3.7 Finality and Binding Effect of General Partner’s Determinations ...................10 ARTICLE 4 DISTRIBUTIONS ....................................................................................................10 Section 4.1 Distributions .....................................................................................................10 Section 4.2
Reserves; Adjustments for Certain Future Events. 11 Section 3.7 Finality and Binding Effect of General Partner’s Determinations 12 Section 3.8 Alternative GP Vehicles 12 ARTICLE 4 DISTRIBUTIONS 13 Section 4.1 Distributions 13 Section 4.2 Withholding of Certain Amounts 14 Section 4.3 Limitation on Distributions 14 Section 4.4 Distributions in Excess of Basis 14 ARTICLE 5 MANAGEMENT 15 Section 5.1 Rights and Powers of the General Partner 15 Section 5.2 Delegation of Duties 16 Section 5.3 Transactions with Affiliates 17 Section 5.4 Expenses 17 Section 5.5 Rights of Limited Partners 17 Section 5.6 Other Activities of General Partner 18 Section 5.7 Duty of Care; Indemnification 18
Reserves; Adjustments for Certain Future Events. Appropriate reserves may be created, accrued and charged against the Operating Profit or Operating Loss for contingent liabilities, if any, as of the date any such contingent liability becomes known to the General Partner or as of each other date as the General Partner deems appropriate, such reserves to be in the amounts which the General Partner deems necessary or appropriate (whether or not in accordance with generally accepted accounting principles). The General Partner may increase or reduce any such reserve from time to time by such amounts as the General Partner deems necessary or appropriate. The amount of any such reserve, or any increase or decrease therein, shall be proportionately charged or credited, as appropriate, to the Capital Accounts of those Persons who are Partners at the time when such reserve is created, increased or decreased, as the case may be, in proportion to their respective Points at such time; provided that the amount of such reserve, increase or decrease may instead be charged or credited to those Persons who were Partners at the time, as determined by the General Partner, of the act or omission giving rise to the contingent liability for which the reserve item was established in proportion to their respective Points at that time. The amount of any such reserve charged against the Capital Account of a Partner shall reduce the distributions such Partner would otherwise be entitled to under Section 4.1 or Section 8.1 hereof; and the amount of any such reserve credited to the Capital Account of a Partner shall increase the distributions such Partner would otherwise be entitled to under Section 4.1 or Section 8.1 hereof.
Reserves; Adjustments for Certain Future Events. 13 3.8. Performance Allocation..................................................................................14 3.9. Allocations for Income Tax Purposes.............................................................14
Reserves; Adjustments for Certain Future Events. 13 Section 3.7 Finality and Binding Effect of General Partner's Determinations .........14
Reserves; Adjustments for Certain Future Events