Adjustments to Take Account of Certain Events Sample Clauses

Adjustments to Take Account of Certain Events. If the Code or Treasury Regulations promulgated thereunder require a withholding or other adjustment to the Capital Account(s) of a Partner or some other event occurs necessitating in the Managing General Partner’s judgment an equitable adjustment, the Managing General Partner shall make such adjustments in the determination and allocation among the Partners of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Partnership Percentages, Incentive Allocation, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures or such other financial or tax items as shall equitably take into account such event and applicable provisions of law, and the determination thereof by the Managing General Partner shall be final and conclusive as to all of the Partners.
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Adjustments to Take Account of Certain Events. If the Code or Treasury Regulations promulgated thereunder require a withholding or other adjustment to the Capital Account of a Member or some other event occurs necessitating in the Board of Managers' judgment an equitable adjustment, the Board of Managers shall make such adjustments in the determination and allocation among the Members of Net Profit, Net Loss, Capital Accounts, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures or such other financial or tax items as shall equitably take into account such event and applicable provisions of law, and the determination thereof by the Board of Managers shall be final and conclusive as to all of the Members.
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Adjustments to Take Account of Certain Events. Notwithstanding anything to the contrary in this Agreement, if the Internal Revenue Code or regulations promulgated thereunder require a withholding or other adjustment to a Capital Account of a Partner or otherwise to the interest of a Partner or a Former Partner, or some other event occurs necessitating or justifying, in Highly Confidential and Trade Secret either case, in the General Partner’s judgment an equitable adjustment (including, without limitation, if allocations would not properly reflect the economic arrangement of the Partners or Former Partners or would otherwise cause an inequitable or onerous result for any Partner or Former Partner), the General Partner shall make such equitable adjustments. The General Partner may make such adjustments, without limitation, in the determination and allocation among the Partners of Partnership Percentages, distributions, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures or such other financial or tax items to take into account such event and applicable provisions of law, and the determination thereof in the sole discretion of the General Partner shall be final and conclusive as to all of the Partners and Former Partners.
Sample 1
Adjustments to Take Account of Certain Events. Notwithstanding anything to the contrary in this Agreement, if the Internal Revenue Code or regulations promulgated thereunder require a withholding or other adjustment to the Capital Account(s) or otherwise to the interest of a Partner or Former Partner, or any other event or events occur(s) necessitating, in the General Partner's sole judgment, an equitable adjustment to the Capital Account(s) or otherwise to the interest of a Partner or Former Partner, the General Partner shall make such adjustments in the determination and allocation among the Partners of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Capital Sub-Accounts, Partnership Percentages, Incentive Allocation, Management Fee, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures or such other financial or tax items as shall equitably take into account such event (or events) and applicable provisions of law, and the determination thereof in the sole discretion of the General Partner shall be final and conclusive as to all of the Partners.
Sample 1
Adjustments to Take Account of Certain Events. If the General Partner causes the compulsory withdrawal of a Limited Partner from the Partnership, or a Limited Partner does not participate in Investments of the Partnership, the General Partner shall make such adjustments in the determination, allocation and distribution among the Partners of income, gain, loss, expense, Capital Accounts and items of income, deduction, gain, loss or credit and perform such accounting procedures as shall equitably take into account such withdrawal or non-participation and applicable provisions of law including, without limitation, the establishment of sub-accounts to segregate investments to only those Partners who participated therein. Determinations made by the General Partner in its reasonable discretion under this Section 6.07 shall be final and conclusive as to all Partners.
Sample 1
Adjustments to Take Account of Certain Events. Notwithstanding anything to the contrary in this Agreement, if the Code or Treasury Regulations require withholding on or other adjustment to the Capital Account(s) or otherwise to the interest of a Partner or Former Partner, or any other event or events occur(s) necessitating or justifying, in the General Partner’s sole judgment, an equitable adjustment to the Capital Account(s) or otherwise to the interest of a Partner or Former Partner (including, without limitation, if allocations would not properly reflect the economic arrangement of the Partners or would otherwise cause an inequitable or onerous result for any Partner), the General Partner shall make such adjustments, without limitation, in the determination and allocation among the Partners of Net Capital Appreciation, Net Capital Depreciation, Capital Accounts, Partnership Percentages, Management Fee, Special Profits Interest, Carried Interest, items of income, deduction, gain, loss, credit or withholding for tax purposes, accounting procedures or such other financial or tax items as shall equitably take into account such event (or events) and applicable provisions of law, and the determination thereof, in the sole discretion of the General Partner, shall be final and conclusive as to all of the Partners.
Sample 1

Related to Adjustments to Take Account of Certain Events

  • Adjustment for Certain Events The number and kind of securities purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS 3.1 Flip-in Event

  • Allocation of Certain Interest Shortfalls For purposes of calculating the amount of Accrued Certificate Interest and the amount of the Interest Distribution Amounts for the Class A Certificates and the Class CE Certificates for any Distribution Date, (1) the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to Section 3.24) incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among the Class CE Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Notional Amount of each such Certificate, (2) the aggregate amount of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, among the Class CE Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Notional Amount of each such Certificate and, thereafter, among the Class A Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Certificate Principal Balance of each such Certificate and (3) the aggregate amount of any Realized Losses incurred for any Distribution Date shall be allocated among the Class CE Certificates on a PRO RATA basis based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Notional Amount of each such Certificate. For purposes of calculating the amount of Uncertificated Interest for the REMIC I Regular Interests for any Distribution Date, (1) the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the related Servicer pursuant to Section 3.24) incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated, to Uncertificated Interest payable to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT9 up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, __% and __%, respectively and (2) the aggregate amount of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to Uncertificated Interest payable to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT9 up to an aggregate amount equal to the REMIC I Interest Loss Allocation Amount, ___% and __%, respectively, and thereafter among REMIC I Regular Interest I-LT1, REMIC I Regular Interest I-LT2, REMIC I Regular Interest I-LT3, REMIC I Regular Interest I-LT4, REMIC I Regular Interest I-LT5, REMIC I Regular Interest I-LT6, REMIC I Regular Interest I-LT7, REMIC I Regular Interest I-LT8 and REMIC I Regular Interest I-LT9 PRO RATA based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rate on the respective Uncertificated Balance of each such REMIC I Regular Interest. All Prepayment Interest Shortfalls and Relief Act Interest Shortfalls on the REMIC II Regular Interests shall be allocated by the Trust Administrator on each Distribution Date among the REMIC II Regular Interests in the proportion that Prepayment Interest Shortfalls and Relief Act Interest Shortfalls are allocated to the related Uncertificated Corresponding Component.

  • Absence of Certain Events No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

  • Effect on Exercise Price of Certain Events For purposes of determining the adjusted Exercise Price under Paragraph 4(a) hereof, the following will be applicable:

  • DISAPPLICATION OF CERTAIN TERMINATION EVENTS The "Tax Event Upon Merger" provision of Section 5(b)(iii) will not apply to Party A or to Party B. The "Tax Event" provision of Section 5(b)(ii) will not apply to Party B and will apply to Party A, provided that:

  • Determination of Certificate Index On each Interest Determination Date, the Trust Administrator shall determine the Certificate Index for the Accrual Period and make it available to the Master Servicer, and such rate shall be final and binding, absent a manifest error of the Trust Administrator.

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