Allocation in Event of Transfer. If there is a change in any Member’s interest in the Company, whether by reason of a transfer of such interest, the admission of a new Member or otherwise, during any fiscal year or other relevant period, Net Profits, Net Losses and items thereof for such fiscal year or other relevant period shall be allocated using such method(s) that the Manager shall determine to use and which is permissible under Section 706(d) of the Code and the Treasury Regulations thereunder.
Allocation in Event of Transfer. If an Interest is Transferred, in compliance with Section 6.1, allocations of the Company's Profit and Loss may be made by any method that is selected by the Managers and that is permissible under Section 706 of the Code.
Allocation in Event of Transfer. If an interest in the Partnership is transferred in accordance with Article 8 or 9 of this Agreement, the Net Profit and Net Loss of the Partnership and each item thereof, and all other items attributable to the transferred interest for such Fiscal Year, shall be divided and allocated between the transferor and the transferee pursuant to the interim closing of the Partnership books method set forth in Treasury Regulation Section 1.706-1(c)(2)(ii) unless the parties otherwise mutually agree. This Section shall apply for purposes of computing a Partner's Capital Account and for federal income tax purposes.
Allocation in Event of Transfer. If interest(s) in the Company are transferred, in accordance with the restrictions of this Agreement, there shall be allocated to each Member who held the transferred interest(s) during the fiscal year of transfer the product of (a) the Company's Profits or Losses allocable to such transferred interest(s) for such fiscal year and (b) a fraction, the numerator of which is the number of days the Member has held the interest(s) and the denominator of which is the total number of days in such fiscal year; provided however, that the Manager may, in its reasonable discretion, allocate such Profits or Losses by closing the books of the Company immediately after the transfer of such interest(s). Such allocation shall be made without regard to the date, amount or recipient of any distributions that may have been made with respect to such transferred interest(s).
Allocation in Event of Transfer. If an interest in the ------------------------------- Partnership is Transferred in accordance with Section 6, there shall be allocated to the Transferring Partner during the Fiscal Year of Transfer the product of (i) the Partnership's Profits or Losses allocable to such Transferred interest for such Fiscal Year and (ii) a fraction, the numerator of which is the number of days such Partner held the Transferred interest during such Fiscal Year and the denominator of which is the total number of days in such Fiscal Year. All remaining Partnership Profits and Losses allocable to such Transferred interest for such Fiscal Year shall be allocated to the Substitute Partner acquiring such interest. Such allocations shall be made without regard to the date, amount or recipient of any distributions which may have been made with respect to such Transferred interest. As of the date of such Transfer, the Substitute Partner shall succeed to the Capital Account and Capital Contribution of the Transferring Partner to the extent attributable to the Transferred interest.
Allocation in Event of Transfer. If any Partnership Units are transferred in accordance with Section 6.1, the Preferred Profit, Preferred Loss, Net Profit and Net Loss of the Partnership shall be allocated between the periods before and after the transfer by the closing of the books method. As of the date of such transfer, the transferee shall succeed to the Capital Account, Common Capital Contribution, Preferred Capital Contribution, Series A Preferred Capital Contribution and Series B Preferred Capital Contribution of the transferor Partner, to the extent that the transferor's Capital Account, Common Capital Contribution, Preferred Capital Contribution, Series A Preferred Capital Contribution and Series B Preferred Capital Contribution relate to the transferred interest. This Section shall apply for purposes of computing a Partner's Capital Account and for federal income tax purposes.
Allocation in Event of Transfer. Each item of income, gain, loss, deduction or credit allocable to a Partner's Interest that is transferred in whole or in part during any year shall, if permitted by law, be allocated according to the varying ownership Interests of the Partners during the year. In applying this rule, the General Partner shall choose one of the following two methods:
(i) prorate the Limited Partnership items over the Limited Partnership's year by assigning the appropriate portion of each such item to each day in the period to which it is attributable; or (ii) elect to utilize the precise method of an interim closing of the Limited Partnership's books. If the General Partner chooses the latter method, then any period subject to this method shall be treated as a fiscal year for purposes hereof.
Allocation in Event of Transfer of Partnership Interest during the ------------------------------------------------------------------ Year. The Capital Account of any Partner shall carry over to the transferee of ---- any Partner to the extent it relates to the transferred interest. Except to the extent otherwise required by the Code and any Regulations thereunder, if a Partnership interest or part thereof is transferred, the portion of each such item allocable to such Partnership interest shall be allocated between the transferor and transferee in proportion to the number of days in such fiscal year the Partnership interest is held by said transferor and transferee (as determined in accordance with Section 10.1), except that, if they so agree between themselves and so notify the Managing Partner in writing within 30 days of the transfer, extraordinary items, including capital gains and losses, may be allocated to the person who held the Partnership interest on the date such item was realized by the Partnership.
Allocation in Event of Transfer. If a Limited Partnership Interest is transferred in accordance with the terms of this Agreement, all items of income, gain, loss, deduction and credit of the Limited Partnership shall be allocated between the periods before and after the Transfer by a "closing of the books" [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. method. As of the date of such Transfer, the transferee shall succeed to the Capital Account of the transferor Limited Partner with respect to the transferred Limited Partnership Interest. This Section 6.8 shall apply for purposes of computing a Limited Partner's Capital Account.
Allocation in Event of Transfer. If any Units are transferred in accordance with Article 6 hereof, to the extent consistent with Section 706 of the Code and the applicable Regulations, there shall be allocated to each Member who held the transferred Units during the fiscal year of transfer the product of (a) the Company’s Profits and Losses allocable to such transferred Unit for such fiscal year and (b) a fraction, the numerator of which is the number of days the Member has held the Units and the denominator of which is the total number of days in such fiscal year; provided, however, that the Managing Member may, in its discretion, allocate such Profits and Losses by closing the books of the Company immediately after the transfer of such Units or using any other reasonable method permitted by Section 706 of the Code and applicable Regulations as determined by the Managing Member. Such allocation shall be made without regard to the date, amount or recipient of any distributions which may have been made with respect to such transferred Units to the extent consistent with Section 706 of the Code and the Regulations thereunder. As of the date of such transfer, the Transferee shall succeed to the Capital Account of the transferor Member with respect to the transferred Units.
