Interest in Partnership Clause Samples

Interest in Partnership. Notwithstanding any other provision of this Agreement except Section 7.12, no allocation of Net Profit, Net Loss or item of income, gain, loss or deduction will be made to a Partner if the allocation would not have “economic effect” under Regulations Section 1.704-1(b)(2)(ii) or otherwise would not be in accordance with the Partner’s interest in the Partnership within the meaning of Regulations Section 1.704-1(b)(3) or 1.704-1(b)(4)(iv). The General Partner will have the authority to reallocate any item in accordance with this Section 7.3(h). Notwithstanding the authority granted to make such allocations as may be appropriate to accomplish the purposes of this Section 7.3(h), no allocation under this Section 7.3(h) will affect or otherwise alter the amount of any distribution to which a Partner would otherwise be entitled pursuant to any provision of this Agreement.

Interest in Partnership. The units of Partnership capital held by either General or Limited Partners of the Partnership shall be personal property for all purposes. All property owned by the Partnership, including, but not limited to, real and personal property and tangible and intangible property, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or otherwise, shall have any ownership interest in such property.

Interest in Partnership. Notwithstanding any other provision of this Agreement, no allocation of Net Income or Net Loss or item of Net Income or Net Loss will be made to a Partner if the allocation would not have “economic effect” under Regulation Section 1.704-1(b)(2)(ii). The Tax Matters Partner, upon advice of independent tax counsel to the Partnership and with the consent of the General Partner, will have the authority to reallocate any item in accordance with this Section 4.2(h).