Common use of Special Allocation with Respect to Sales Clause in Contracts

Special Allocation with Respect to Sales. Profits (and items thereof) and Losses (and items thereof) for each fiscal year or other applicable period from Sales shall be allocated among the Partners such that the ending Capital Account of each Partner, immediately after giving effect to such allocations and giving effect to any distributions to which such Partner is entitled to pursuant to 5.02(b), is, as nearly as possible, equal to the amount of the distributions that would be made to such Partner pursuant to Section 5.06 if (i) the Partnership were dissolved and terminated at the end of the fiscal year or other applicable period; (ii) its affairs were wound up and each asset on hand at the end of the fiscal year or other applicable period were sold for cash equal to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f); (iii) all liabilities of the Partnership were satisfied (limited with respect to each nonrecourse liability to the fair market value of the assets securing such liability); and (iv) the Net Assets of the Partnership were distributed to the Partners in accordance with Section 5.06. For purposes of the preceding allocations only, a Partner holding more than one class or series of Partnership Interests or units shall be deemed to be a separate Partner with respect to each such class, series or units.

Special Allocation with Respect to Sales. Profits (and items thereof) and Losses (and items thereof) for each fiscal year or other applicable period from Sales shall be allocated among the Partners such that the ending Capital Account of each Partner, immediately after giving effect to such allocations and giving effect to any distributions to which such Partner is entitled to pursuant to 5.02(b), is, as nearly as possible, equal to the amount of the distributions that would be made to such Partner pursuant to Section 5.06 if (i) the Partnership were dissolved and terminated at the end of the fiscal year or other applicable period; , (ii) its affairs were wound up and each asset on hand at the end of the fiscal year or other applicable period were sold for cash equal to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-1(b)(2)(iv)(f); , (iii) all liabilities of the Partnership were satisfied (limited with respect to each nonrecourse liability to the fair market value of the assets securing such liability); and (iv) the Net Assets net assets of the Partnership were distributed to the Partners in accordance with Section 5.06. For purposes of the preceding allocations only, a Partner holding more than one class or series of Partnership Interests or units shall be deemed to be a separate Partner with respect to each such class, series or units.