Common use of Allocation When Transfer Occurs Clause in Contracts

Allocation When Transfer Occurs. If any Membership Interest is transferred during any quarterly segment of the Company’s fiscal year in compliance with the provisions of this Article XI or redeemed or converted pursuant to Section 4.2(e), Net Income, Net Losses, each item thereof and all other items attributable to such interest for such fiscal year shall be divided and allocated between the transferor Member and the transferee Member in accordance with the method determined by the Managing Member, provided that such method shall be permissible under Section 706(d) of the Code and the regulations issued thereunder. For purposes of making such allocations, the Managing Member is hereby authorized to select any method, convention or extraordinary item permitted under Regulations Section 1.706-4 as the Managing Member determines necessary or appropriate, which selection shall be set forth in a dated, written statement maintained with the Company’s books and records. The Members hereby agree that any such selection by the Managing Member is made by “agreement of the partners” within the meaning of Regulations Section 1.706-4(f). Solely for purposes of making such allocations, each of such items for the calendar month in which the transfer or redemption occurs shall be allocated to the Person who is a Member as of midnight on the last day of said month. All distributions of Available Cash with respect to which the Membership Record Date is before the date of such transfer or redemption shall be made to the transferor Member, and all distributions of Available Cash with Membership Record Dates thereafter shall be made to the transferee Member.

Allocation When Transfer Occurs. If any Membership Interest is transferred during any quarterly segment of the Company’s fiscal year Company Year in compliance with the provisions of this Article XI or redeemed or converted pursuant to Section 4.2(e)4.2, Net Income, Net Losses, each item thereof and all other items attributable to such interest Membership Interest for such fiscal year Company Year shall be divided and allocated between the transferor Member and the transferee Member by taking into account their varying interests during the fiscal year in accordance with the method determined by the Managing Member, provided that such method shall be permissible under Section 706(d) of the Code Code, using the method agreed upon between the transferor and the regulations issued thereunder. For purposes of making such allocations, the Managing Member is hereby authorized to select any method, convention or extraordinary item permitted under Regulations Section 1.706-4 as the Managing Member determines necessary or appropriate, which selection shall be set forth in a dated, written statement maintained with the Company’s books and records. The Members hereby agree that any such selection by the Managing Member is made by “agreement of the partners” within the meaning of Regulations Section 1.706-4(f)transferee. Solely for purposes of making such allocations, each of such items for the calendar month in which the transfer or redemption occurs shall be allocated to the Person who is a Member as of midnight on the last day of said month. All distributions of Available Cash with respect to which the Membership Company Record Date is before the date of such transfer or redemption shall be made to the transferor Member, and all distributions of Available Cash thereafter shall be made to the transferee Member; all distributions of Capital Transaction Proceeds with Membership respect to which the Capital Transaction Record Dates Date is before the date of such transfer or redemption shall be made to the transferor Member, and all distributions of Capital Transaction Proceeds thereafter shall be made to the transferee Member.