Common use of Allocation and Distributions between Transferor and Transferee Clause in Contracts

Allocation and Distributions between Transferor and Transferee. Upon the transfer of all or any part of a Class A Members Interests as herein provided, Profits and Losses shall be allocated between the transferor and transferee on the basis of the computation method which in the reasonable discretion of the Manager is in the best interest of the Company, provided such method is in conformity with the methods prescribed by Section 706 of the Code and Treasury Regulation section 1.704-a(c)(2)(ii). Distributions shall be made to the holder of record of the Class A Members Interest on the date of Distribution. Any transferee of a Member Interest shall succeed to the Capital Account of the transferor Member to the extent it relates to the transferred Interests; provided, however, that if such transfer causes a termination of the Company pursuant to section 708(b)(1)(B) of the Code, the Capital Accounts of all Class A Members, including the transferee, shall be re determined as of the date of such termination in accordance with Treasury Regulation section 1.704 1(b).