Allocations Upon Dissolution Clause Samples

Allocations Upon Dissolution. If upon dissolution of the Partnership pursuant to Article XVII, and after taking into account all allocations of Net Income and Net Losses (and other tax items) under this Article VIII, distributions, if they were to be made to Unitholders in accordance with their respective Capital Accounts, would result in unequal distributions on their Units, then (i) gross items of income and gain (and other tax items) for the taxable year of final distribution, and, to the extent permitted under Section 761(c) of the Code, gross items of income and gain (and other tax items) for the immediately preceding taxable year, shall be allocated first to the Class A Unitholders until the Capital Account balance allocable to each Class A Unit is equal, (ii) the same procedure shall be followed with respect to Class B Units until the Capital Account balance allocable to each Class B Unit is equal, and (iii) the same procedure shall be followed with respect to Class B Units until the Capital Account balance allocable to each Class B Unit is equal.

Allocations Upon Dissolution. Profits and Losses from an event causing dissolution pursuant to Section 9.1 shall be allocated among the Members so that after such allocations and the other allocations under this Agreement, to the maximum extent possible the final Capital Account balances of the Members are at levels which would permit liquidating distributions, if made in accordance with such final Capital Account balances, to be equal to the distributions that will occur under Section 9.3(B)(3). To the extent that the allocation provisions of this Agreement would not produce such target Capital Account balances, the Members agree to take such actions as are reasonably necessary to amend such allocation provisions to produce such balances so long as such amendments are permissible under the applicable tax Law.

Allocations Upon Dissolution. If upon dissolution of the Partnership pursuant to Article XVII, and after taking into account all allocations of Net Income and Net Loss (and other tax items) under this Article VIII, distributions, if they were to be made to Unitholders in accordance with their respective Capital Accounts, would result in unequal distributions on their Units, then (i) gross items of income and gain (and other tax items) for the taxable year of final distribution, and, to the extent permitted under Section 761(c) of the Code, gross items of income and gain (and other tax items) for the immediately preceding taxable year, shall be allocated first to the Class C Unitholders until the Capital Account balance allocable to each Class C Unit is equal, and (ii) the same procedure shall be followed with respect to Class A Units and Class B Units until the Capital Account balance allocable to each Class A Unit and Class B Unit is equal.

Allocations Upon Dissolution. Upon the dissolution of the Company, Net Profits and Net Losses, including Net Profits from the sale shall be allocated first to the Members in such proportions and in such amounts as would result in the respective Capital Account balances of each Member being in a ratio to the Capital Accounts of the other Members proportionate to the respective Membership Interest of each of the Members. The remainder of the Net Profits shall be allocated to the Members, pro rata, in proportion to their respective Membership Interest.

Allocations Upon Dissolution. 31 Section 8.7 Changes in Allocation Methods............................ 31 ARTICLE IX Accounting and Tax Matters............................... 32

Allocations Upon Dissolution. Upon the Dissolution of the Company or upon the sale of all or substantially all of the Company's assets, but subject to Section 6.3, (a) Profits shall be allocated to the Members as follows and in the following order of priority: (i) until no Member has a deficit Capital Account; (ii) in proportion to the Members' Unrecovered Contributions until each Member's Capital Account is equal to the sum of its Unrecovered Contribution; (iii) in proportion to the Members' Unpaid Preferred Returns until each Member's Capital Account is equal to its Unrecovered Contribution and Unpaid Preferred Return; and (iv) any remaining Profits shall be allocated ninety percent (90%) to the Members (in proportion to their Ownership Interests) and ten percent (10%) to Fish▇▇; ▇▇d (b) Losses shall be allocated to the Members as follows and in the following order of priority: (i) until each Member's Capital Account is equal to the sum of its Unpaid Preferred Return and Unrecovered Contribution; (ii) in proportion to the Members' Unrecovered Contribution until each Member's Capital Account is equal to its unpaid Preferred Return; (iii) in proportion to the Members' Unpaid Preferred Return until each Member's Capital Account is equal to zero; and (iv) to the Members in proportion to their Ownership Interests.

Allocations Upon Dissolution. 31 Section 8.7 Changes in Allocation Methods..................................... 31

Allocations Upon Dissolution. The tax allocation provisions of this Agreement are intended to produce final Capital Account balances that are at levels (“Target Final Balances”) which permit liquidating distributions that are made in accordance with such final Capital Account balances to be equal to the priority distributions that would occur if such liquidating proceeds were distributed pursuant to Section 9.