Common use of Change in Regulations Clause in Contracts

Change in Regulations. If the Regulations incorporating the Regulatory Allocations are hereafter changed or if new Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of independent tax counsel for the Company, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article VII would not be respected for federal income tax purposes, the Executive Committee shall make such reasonable amendments to this Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Member, pursuant to this Agreement.

Appears in 3 contracts

Samples: Redemption Agreement (Energy Transfer Equity, L.P.), Limited Liability Company Agreement (Energy Transfer Partners, L.P.), Limited Liability Company Agreement (Southern Union Co)

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Change in Regulations. If the Regulations incorporating the allocations set forth in Sections 7.1(c)(i) - (vii) (the "Regulatory Allocations Allocations") are hereafter changed or if new Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of independent tax counsel for the Company, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article VII would not be respected for federal Federal income tax purposes, the Executive Committee Members shall make such reasonable amendments to this Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Member, Member pursuant to this Agreement.

Appears in 2 contracts

Samples: LLC Agreement (Uae Ref Fuel Ii Corp), LLC Agreement (MSW Energy Hudson LLC)

Change in Regulations. If the Regulations incorporating the Regulatory Allocations are hereafter changed or if new Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of independent tax counsel for the Company, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article VII IV would not be respected for federal income tax purposes, the Executive Committee Members shall make such reasonable negotiate in good faith any amendments to this Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Member, Member pursuant to this Agreement.

Appears in 1 contract

Samples: Company Operating Agreement (Medianews Group Inc)

Change in Regulations. If the Regulations incorporating the Regulatory Allocations are hereafter changed or if new Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of independent tax counsel for the Company, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article VII V would not be respected for federal income tax purposes, the Executive Committee Members shall make such reasonable negotiate in good faith any amendments to this Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Member, Member pursuant to this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NRG Retail LLC)

Change in Regulations. If the Regulations incorporating the allocations set forth in Sections 7.1(c)(i)-(vii) (the "Regulatory Allocations Allocations") are hereafter changed or if new Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of independent tax counsel for the Company, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article VII would not be respected for federal Federal income tax purposes, the Executive Committee Members shall make such reasonable amendments to this Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Member, Member pursuant to this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Uae Ref Fuel Ii Corp)

Change in Regulations. If the Regulations incorporating that require the Regulatory Allocations are hereafter changed or if new Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of independent tax counsel for the Company, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article VII would not be respected for federal Federal income tax purposes, the Executive Committee Members shall make such reasonable amendments to this LLC Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Member, Member pursuant to this LLC Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (MSW Energy Hudson LLC)

Change in Regulations. If the Regulations incorporating the Regulatory Allocations are hereafter changed or if new Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of independent tax counsel for the Company, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article VII XIII would not be respected for federal income tax purposes, the Executive Committee Members shall make such reasonable amendments to this Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Member, Member pursuant to this Agreement.

Appears in 1 contract

Samples: Operating Agreement (Careinsite Inc)

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Change in Regulations. If the Regulations incorporating the Regulatory Allocations are hereafter changed or if new Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of independent tax counsel for the Company, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article VII IX would not be respected for federal income tax purposes, the Executive Committee Members shall make such reasonable amendments to this Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Member, Member pursuant to this Agreement.

Appears in 1 contract

Samples: Operating Agreement (Siebert Financial Corp)

Change in Regulations. If the Treasury Regulations incorporating the Regulatory Allocations are hereafter changed or if new Treasury Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of independent tax counsel for the Company, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article VII VIII would not be respected for federal income tax purposes, the Executive Committee Members shall make such reasonable amendments to this Amended Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Member, Member pursuant to this Agreementthese Regulations.

Appears in 1 contract

Samples: Limited Liability Company Agreement (KFX Inc)

Change in Regulations. If the Regulations incorporating the Regulatory Allocations are hereafter changed or if new Regulations are hereafter adopted, and such changed or new Regulations, in the opinion of independent tax counsel for the Company, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Article VII Section 9 would not be respected for federal income tax purposes, the Executive Committee Members shall make such reasonable amendments to this Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members as a whole and all other relevant factors, to avoid or reduce significantly such risk to the extent possible without materially changing the amounts allocable and distributable to any Member, Member pursuant to this AgreementAgreement and without changing the amounts distributable hereunder.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Key Components Finance Corp)

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