Final Allocations. Notwithstanding any contrary provision in this Agreement except Section 5.03, the Manager shall make appropriate adjustments to allocations of Profits and Losses to (or, if necessary, allocate items of gross income, gain, loss or deduction of the Company among) the Members upon the liquidation of the Company (within the meaning of Section 1.704 1(b)(2)(ii)(g) of the Treasury Regulations), the transfer of substantially all the Units (whether by sale or exchange or merger) or sale of all or substantially all the assets of the Company, such that, to the maximum extent possible, the Capital Accounts of the Members are proportionate to their Percentage Interests. In each case, such adjustments or allocations shall occur, to the maximum extent possible, in the Fiscal Year of the event requiring such adjustments or allocations.
Final Allocations. (a) Notwithstanding any contrary provision in this Agreement except Section 5.03, the Manager shall make appropriate adjustments to allocations of Net Profits and Net Losses to (or, if necessary, allocate items of gross income, gain, loss or deduction of the Company among) the Members upon the liquidation of the Company (within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations), upon the transfer of substantially all the Units (whether by sale or exchange or merger), upon the sale of all or substantially all the assets of the Company, to the extent necessary in the connection with a distribution in respect of a shortfall pursuant to Section 4.01(b)(ii) or Section 4.01(b)(iii) or at any other time reasonably determined by the Manager, such that, to the maximum extent possible, the Capital Accounts of the Members are proportionate to their Percentage Interests. In each case, such adjustments or allocations shall occur, to the maximum extent possible, in the Taxable Year of the event requiring such adjustments or allocations.
Final Allocations. (a) Notwithstanding any contrary provision in this Agreement except Section 5.03, if (i) the date on which a Liquidating Event occurs there is at least one outstanding Series A Preferred Unit and (ii) after having made all allocations provided for in Section 5.03 for the Taxable Year or portion thereof in which the Liquidating Event occurs, the Series A Per Unit Capital Amount of each Series A Preferred Unit would not equal or exceed the Series A Liquidation Value, then items of income, gain, loss and deduction for such Taxable Year or portion thereof shall instead be allocated among the Members in a manner determined appropriate by the Board of Managers so as to cause, to the maximum extent possible, the Series A Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). In the event that (x) the date on which a Liquidating Event occurs is on or before the date (not including any extension of time) prescribed by law for the filing of the Company’s federal income tax return for the Taxable Year immediately prior to the Taxable Year in which the Liquidating Event occurs and (y) the reallocation of items for the Taxable Year in which the Liquidating Event occurs as set forth above in this Section 5.04(a) fails to achieve the Series A Per Unit Capital Amounts described above, then items of income, gain, loss and deduction for such Taxable Year shall be allocated among all Members in a manner that will, to the maximum extent possible and after taking into account all other allocations made pursuant to this Section 5.04(a), cause the Series A Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value.
Final Allocations. The Members intend that the allocations provided under Article 8 will produce final Capital Account balances for the Members such that liquidating distributions pursuant to Sections 11.3.1(c) or 11.4 are made in accordance with such Capital Account balances. If the allocations otherwise made under Article 8 would fail to produce such final Capital Account balances, the Members shall have the power and authority to cause the allocations made under Article 8 to be made in a manner that achieves the foregoing intent as close as possible.
Final Allocations. Notwithstanding anything herein to the contrary, the Company’s income, gain, losses, deductions and credits for the Fiscal Year or other period in which the Company dissolves and liquidates shall be allocated to and among the Members in a manner such that the Capital Account balance of each Member, immediately after giving effect to such allocations, shall, as nearly as possible, equal such Member’s Final Distribution. For purposes of this Section 11.07, the allocation provisions contained in this Agreement are intended to produce a final Capital Account balance for each Member (such Member’s “Target Final Balance”) that is equal to such Member’s Final Distribution and that to the extent that the Board determines that the allocation provisions of this Agreement would not produce the Target Final Balance for any Member, then this Agreement shall be automatically amended, and allocations of items of Company income (including gross income), gain, deductions and/or losses shall be allocated in such manner as the Board determines to be necessary to produce such Target Final Balance for each Member (and, if and to the extent the Board determines it to be necessary, for any prior Fiscal Year or other period if the United States federal income tax return of the Company for such prior Fiscal Year or other period has not yet been filed or is still open and can be amended, shall be specially allocated as the Board determines to be necessary to cause the respective positive Capital Account balance of each Member to be equal to such Member’s Target Final Balance. This Section 11.07 shall apply without regard to any allocation or re-allocation that may be required and/or imposed by the Internal Revenue Service or any other tax authority in any audit, proceeding or otherwise.
Final Allocations. Subject to Section 503, the allocations of Net Income, Net Loss and Net Unrealized Profit and Net Unrealized Loss for each Partner for a Fiscal Year shall equal the sum of the amounts allocated to such Partner under Section 501 for the four Fiscal Quarters of such Fiscal Year. The final allocations for a Fiscal Year under this ^ Section 502 shall supersede the interim quarterly allocations for such year under Section 501. Section 503. Allocation of Net Gain to the General Partner. Subject to the last paragraph of this Section 503, on determination of the final allocations for any Fiscal Year pursuant to Section 502: ,
Final Allocations. Any gain on the disposition of Property in the process of liquidation shall be credited to the Partners in accordance with the provisions of this Agreement, including Section 10.1. Any loss on the disposition of Partnership Property in the process of liquidation shall be charged to the Partners in accordance with the provisions of Section 10.2. Any property distributed in kind in the liquidation shall be valued and treated as though the property were sold for its value and the cash proceeds were distributed.
Final Allocations. Notwithstanding any other provisions of this Section 6.2 (other than the Regulatory Allocations and Curative Allocations), in the year in which a Dissolution Event or Sale of the Company occurs and all subsequent years (and for any prior years with respect to which the due date (without regard to extensions) for the filing of the Company’s federal income tax return has not passed as of the date of the Dissolution Event), all items of income, gain, loss and deduction of the Company, including gross items, shall be allocated among the Members in a manner reasonably determined by the Board as shall cause to the nearest extent possible the Capital Account of each Member to equal the amount to be distributed to such Member pursuant to Sections 12.2(c) and 12.4.
Final Allocations. Within 10 days of the Court entering its order finally approving the Settlement Agreement, Class Counsel shall provide initial allocations to Defendant, which shall include a breakdown of all settlement liabilities, including 1099 payments to class members, service payments, W-2 payments to class members, and attorney’s fees and costs. Within 10 days of the expiration of the 60-day notice period, Class Counsel will provide Defendant its final allocations, which shall include all 1099 payments to participating class members, service payments, W-2 payments to participating class members, and attorney’s fees and costs. Any amounts initially allocated to collective class members who fail to return the Claim Form, along with any amounts requested as attorneys’ fees and costs or as service payments which are not approved by the Court, shall revert back to Defendant, and Defendant shall be entitled to recover such amounts, which, in effect, will have the result of reducing the Settlement Fund by any such amounts. The amounts allocated to each participating collective class member shall be split equally between 1099 and W-2 income.
Final Allocations. Notwithstanding any provision to the contrary in the Agreement (including, without limitation, this Exhibit C-1), it is the intent of the Members that, upon the dissolution of the Company and the final distributions to the Members, the Members' Capital Accounts shall be in proportion ("Distribution Ratios") to the amounts they are entitled to receive pursuant to Section 1.1. Accordingly, the Board shall modify the allocations pursuant to this Exhibit C-1 in such manner and to such extent as may be necessary to cause the Members' Capital Accounts upon the dissolution of the Company to be in proportion to their Distribution Ratios, with the result that, after liquidating distributions are made to the Members, each Member's Capital Account balance shall be zero (to the extent possible). The Members acknowledge that all distributions of the Company to Members shall be made pursuant to the provisions of Section 1.1 irrespective of the Members' Capital Accounts at any time. Without limitation, distributions upon the liquidation of the Company shall be made pursuant to the provisions of Section 1.1 whether or not each Member's Capital Account balance is reduced to zero.
