Amendments to Allocations Sample Clauses

Amendments to Allocations. The provisions hereof governing Company allocations and distributions, including the distribution of assets upon liquidation of the Company, are intended to comply with the requirements of Sections 704(b) and (c) of the Code and the Treasury Regulations that have been or may be promulgated thereunder, and shall be interpreted and applied in a manner consistent therewith. If, in the opinion of the General Partner, the allocations of income, gain, loss and expense provided for herein do not comply with (i) such Code provisions or Treasury Regulations or (ii) any other applicable provisions of the Code or Treasury Regulations (including the provisions relating to nonrecourse deductions and partner nonrecourse deductions), then, notwithstanding anything in this Agreement to the contrary, such allocations shall, upon notice in writing to each Partner, be modified in such manner as the General Partner determines is necessary to satisfy the relevant provisions of the Code or Treasury Regulations, and the General Partner shall have the right to amend this Agreement (without the consent of any other Partner being required for such amendment) to reflect any such modification; provided, however, that no such modification shall alter materially the economic arrangement among the Partners.
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Amendments to Allocations. The provisions hereof governing Company allocations are intended to comply with the requirements of Code Sections 704(b) and 704(c) and the Treasury Regulations that have been or may be promulgated thereunder, and shall be interpreted and applied in a manner consistent therewith. If, in the opinion of the CEO, the allocations of income, gain, loss and expense provided for herein do not (i) comply with such Code provisions or Treasury Regulations, (ii) comply with any other applicable provisions of the Code or Treasury Regulations (including the provisions relating to nonrecourse deductions and Member nonrecourse deductions) or (iii) produce Capital Account balances of the Members equal to the liquidating distributions that would be made to the Members pursuant to Section 13.7 if the assets of the Company were sold for their book value and the net proceeds thereof distributed to the Members pursuant to Section 13.7, then, notwithstanding anything in this Agreement to the contrary, such allocations shall, upon notice in writing to each Member, be modified in such manner as the CEO determines is necessary to satisfy the relevant provisions of the Code or Treasury Regulations, and the CEO shall have the right to amend this Agreement (without the consent of any other Member being required for such amendment) to reflect any such modification; provided, however, that no such modification shall alter materially the economic arrangement among the Members.
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Amendments to Allocations. It is the intent of the Unit Holders and the General Partner that each Unit Holder's and the General Partner's distributive share of income, gain, loss or deduction (or items thereof) shall be determined and allocated in each year of the Partnership in accordance with this Section IV to the fullest extent permitted by Code section 704(b) and the Regulations. In order to preserve and protect the determinations and allocations provided for in this Section IV, the General Partner shall be, and hereby is, authorized and directed to allocate income, gain, loss or deduction (or items thereof) arising in any year differently than otherwise provided for in this Section IV, or to otherwise amend the provisions of this Section IV, if, and to the extent that, allocating income, gain, loss or deduction (or items thereof) in the manner provided for in this Section IV would cause the determination and allocation of each Unit Holder's or the General Partner's distributive share of income, gain, loss or deduction (or items thereof) not to be permitted by Code section 704(b) or the Regulations. Any allocation, or amendment, as the case may be, made pursuant to this Section 4.05 shall be deemed to be a complete substitute for any allocation otherwise provided for in this
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Amendments to Allocations. In order to preserve and protect the contemplated distributions and allocations provided for in this Article 3, the Manager is authorized and directed to allocate net profit, net loss, or any other item of tax preference, income, gain, loss, deduction, or credit arising in any year differently than otherwise provided for in this Article 3 if, and to the extent that, allocating such items in the manner provided in this Article 3 would not to be permitted by Section 704(b) of the Code or the regulations thereunder. Any allocations made pursuant to this Section 3.8 shall be deemed to be a complete substitute for any allocation otherwise provided for in this Article 3, and no amendment to this Agreement or approval of any Member shall be required. In making any allocation ( the “New Allocation”) as set forth above, the Manager is authorized to act only after having determined that the New Allocation either more accurately reflects the distributions contemplated by this Article 3 or is not inconsistent with those distributions, and after having been advised by tax counsel to the Company or the Company’s accountants that, in their opinion, after examining the then applicable terms of Section 704(b) of the Code and the regulations thereunder, along with all relevant administrative and judicial authority, (i) the New Allocation is necessary, and (ii) the New Allocation is the minimum necessary modification of the allocations. New Allocations made by the Manager in reliance upon the advice of tax counsel shall be deemed to be made pursuant to the fiduciary obligation of the Manager to the Members, and no such New Allocations shall give rise to any claim or cause of action by any Members.
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Related to Amendments to Allocations

  • Amendments to Agreements The Company shall not amend, modify or otherwise change the Warrant Agreement, Trust Agreement, Registration Rights Agreement, Purchase Agreements, the Services Agreement, or any Insider Letter without the prior written consent of the Representative which will not be unreasonably withheld. Furthermore, the Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

  • Amendments to Schedules A. Schedule I to the Existing Credit Agreement is hereby amended by deleting said Schedule I in its entirety and substituting in place thereof a new Schedule I in the form of Annex I to this Amendment.

  • Amendments to Section 4 11. Section 4.11 of the Indenture is hereby amended and restated in its entirety to read as follows:

  • Amendments to Agreement This Agreement, or any term thereof, may be changed or waived only by written amendment signed by the party against whom enforcement of such change or waiver is sought. For special cases, the parties hereto may amend such procedures set forth herein as may be appropriate or practical under the circumstances, and Ultimus may conclusively assume that any special procedure which has been approved by the Trust does not conflict with or violate any requirements of its Declaration of Trust or then current prospectuses, or any rule, regulation or requirement of any regulatory body.

  • Amendments to Section 7 11. Section 7.11 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

  • Amendments to Section 6 08. Section 6.08 of the Credit Agreement is hereby amended as follows:

  • Amendments to Section 3 12. Section 3.12 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendments to Section 8 7. Section 8.7 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendments to Certain Agreements The Company shall not amend, modify or otherwise change the Insider Letter and the Trust Agreement without the prior written consent of the Representative, which such consent shall not be unreasonably delayed, conditioned or withheld by the Representative. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

  • Amendments to Section 5 1 of the Original Indenture. Solely for the purpose of determining Events of Default with respect to the 2023 Notes, paragraphs Section 5.1(e), Section 5.1(f) and Section 5.1(h) of the Original Indenture shall be amended such that each and every reference therein to the Issuer shall be deemed to mean either the Issuer or Consumers.

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