Allocation in the Event of Transfer Sample Clauses

Allocation in the Event of Transfer. If a Partnership Interest is transferred in accordance with the provisions of this Agreement there shall be allocated to each Person who held the transferred interest during the fiscal year of transfer the product of (a) the Partnership’s Profit or Loss allocable to such transferred interest for such fiscal year, and (b) a fraction the numerator of which is the number of days such Person held the transferred interest during such fiscal year and the denominator of which is the total number of days in such fiscal year; provided, however, that the Managing Partner may in its discretion allocate such Profit or Loss by closing the books of the Partnership immediately after the transfer of an interest or by any other reasonable method permitted by Section 706 of the Code. Such allocation shall be made without regard to the date, amount, or recipient of such transferred interest.
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Allocation in the Event of Transfer. In the event of an assignment of a Partner's interest in the Company pursuant to ARTICLE IX, all Profits and Losses of the Company for federal, state and local income tax purposes shall, unless otherwise required by applicable Treasury Regulations, be determined monthly and shall be allocated to the Partners in accordance with their Sharing Ratios in Class B Units and Class A Units, as the case may be, on the first (1st) day of such month; provided, however, a Partner transferring all or a portion of his Units at any time during a month is deemed to have transferred the Units as of the first (1st) day of the month following the transfer; provided, further, that gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Company shall be allocated to the Partners of record on the day of such sale or other disposition. Notwithstanding any of the foregoing, the General Partner may allocate such items on some other reasonable basis if it determines, in its sole discretion, that the Company's methods of allocating such items does not satisfy the requirements of Section 706 of the Code and the Treasury Regulations promulgated thereunder.
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Allocation in the Event of Transfer. If a Membership Interest in the Company is transferred and/or modified in accordance with the provisions of this Agreement, there shall be allocated to each Member which held the transferred and/or modified Membership Interest during the fiscal year of the transfer and/or modification the product of (a) the Company’s Profits or Losses allocable to such transferred and/or modified Membership Interest for such fiscal year, and (b) a fraction, the numerator of which is the number of days such Member held the transferred and/or modified Membership Interest during such fiscal year, and the denominator of which is the total number of days in such fiscal year; provided, however, that the Company shall allocate such Profits or Losses by closing the books of the Company immediately after the transfer and/or modification of an Membership Interest if determined by the Managing Member prior to the due date for the Company’s taxable year in which the transfer occurred or at the request of a transferor or transferee of such transferred Membership Interest. Such allocation shall be made without regard to the date, amount or receipt of any distributions which may have been made with respect to such reduced, transferred and/or modified Membership Interest.
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Allocation in the Event of Transfer. Each item of income, gain, loss, deduction or credit allocable to a Partner’s Percentage Interest that is transferred in whole or in part during any year shall, if permitted by law, be allocated according to the varying Percentage Interests of the Partners during the year. In applying this rule, the Partners shall prorate such Partnership items over the Partnership year by assigning the appropriate portion of each such item to each day in the period to which it is attributable.
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Allocation in the Event of Transfer. In the event additional or substituted Partners are admitted to the Partnership, the profits and losses allocated to the Partners for that fiscal year shall be allocated among them in PATRXXXX X. XXXXX & XSSOCIATES A PROFESSIONAL LAW CORPORATION GENERAL PARTNERSHIP AGREEMENT accordance with Code Section 706, using any convention permitted by law and selected by the Partners.
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Allocation in the Event of Transfer. If an Interest in ----------------------------------- the Partnership is transferred in accordance with Article VIII hereof, there shall be allocated to each Partner which held the transferred interest during the Fiscal Year of transfer the product of (a) the Partnership's Profits and Losses allocable to such transferred interest for such Fiscal Year, and (b) 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; provided however, that the transferor and transferee may elect to allocate such Profit or Loss by closing the books of the Partnership immediately after the transfer of an Interest. If an allocation is made without a closing of the books of the Partnership, the allocation shall be made without regard to the date, amount or recipient of any such distributions which may have been made with respect to such transferred interest.
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Allocation in the Event of Transfer. If a Partnership interest is transferred in accordance with Section 15, there shall be allocated to each Partner who held the transferred interest during the Fiscal Year of transfer so much of the Partnership's Profit or Loss for such Fiscal Year as is allocable to such Partner under the Code and Regulations in effect with respect to such transferred interest. If the Code or Regulations provide for more than one manner of allocating Profit or Loss to such Partner, or if the General Partner is given discretion under the Code or Regulations regarding the manner of allocating Profit or Loss with respect to holders of a transferred interest, such Profit or Loss shall be allocated among the Partners who held such Partnership interest during the Fiscal Year in a manner determined. consistently with the Code or Regulations, by the General Partner, in his sole discretion.
Sample 1
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Allocation in the Event of Transfer. If a Membership Interest is transferred in accordance with the provisions of this Agreement there shall be allocated to each Member who held the transferred interest during the fiscal year of transfer the product of (a) the Company’s profit and loss allocable to such transferred interest for such fiscal year, and (b) a fraction the numerator of which is the number of days such Member held the transferred interest during such fiscal year and the denominator of which is the total number of days in such fiscal year; provided, however, that the Managers may in their discretion allocate such profit and loss by closing the books of the Company immediately after the transfer of an interest or by any other reasonable method permitted by Section 706 of the Code. Such allocation shall be made without regard to the date, amount, or recipient of such transferred interest.
Sample 1

Related to Allocation in the Event of Transfer

  • Payment of Transfer Taxes Buyer will be responsible for any sales tax and/or transfer tax due as a result of the transfer of assets pursuant to this Agreement.

  • Replacement of Transfer Agent In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

  • Effectuation of Transfers Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

  • Expenses of Transaction Whether or not the Contemplated Transactions are consummated, except as otherwise specifically provided for in this Agreement, each of the parties hereto will assume and bear all expenses, costs and fees (including legal and accounting fees and expenses) incurred by such party in connection with the preparation, negotiation and execution and performance of this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions.

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

  • Closing of Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made.

  • Effect of Transfer If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit.

  • Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).

  • Identity of Transfer Agent Forthwith upon the appointment of any Transfer Agent for the Shares or of any subsequent Transfer Agent for Shares issuable upon the exercise of the rights of purchase represented by the Warrants, the Company will file with the Warrant Agent a statement setting forth the name and address of such Transfer Agent.

  • Acknowledgment of Transfer of Mortgage Pool Assets The Trustee hereby acknowledges and accepts on behalf of the Trust the transfer and assignment pursuant to Section 2.04 to the Trust of the Mortgage Pool Assets, but without having made the review required to be made within 45 days pursuant to Section 2.07, and declares that as of the Closing Date it (or the Custodian on behalf of the Trustee) holds and shall hold any documents constituting a part of the Mortgage Pool Assets, and the Mortgage Pool Assets, as Trustee in trust, upon the trust herein set forth, for the use and benefit of all present and future Holders of the Certificates.

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