Common use of Special Allocations Upon Liquidation Clause in Contracts

Special Allocations Upon Liquidation. Notwithstanding Sections 6.1.A and 6.1.B, in the event that the Partnership disposes of all or substantially all of its assets in a transaction that will lead to a liquidation of the Partnership pursuant to Article XIII hereof, any Net Income or Net Losses realized in connection with such transaction and thereafter (and, if necessary, constituent items of income, gain, loss and deduction) shall be specially allocated for such Fiscal Year or other relevant period (and to the extent permitted by Section 761(c) of the Code, for the immediately preceding Fiscal Year or period) among the Holders as required so as to cause liquidating distributions pursuant to Section 13.2.A(v) hereof to be made in the same amounts and proportions as would have resulted had such distributions instead been made pursuant to Article V hereof. In addition, if there is an adjustment to the Carrying Value of the assets of the Partnership pursuant to Section 6.2.D, allocations of Net Income or Net Losses arising from such adjustment shall be allocated in the same manner as described in the prior sentence.