Common use of Allocations Between Transferor and Transferee Clause in Contracts

Allocations Between Transferor and Transferee. In the event of the transfer (other than the pledges of the General Partner's interest permitted by Article 18 or Permitted Pledges described in Article 16.2(b)) of all or any part of a Partner's interest (in accordance with the provisions of this Agreement) in the Partnership at any time other than at the end of a Year, or the admission of a new Partner (in accordance with the terms of this Agreement), the transferring Partner or new Partner's share of the Partnership's income, gain, loss, deductions and credits, as computed both for accounting purposes and for Federal income tax purposes, shall be allocated between the transferor Partner and the transferee Partner (or Partners), or the new Partner and the other Partners, as the case may be, in the same ratio as the number of days in such Year before and after the date of the transfer or admission; provided, however, that if there has been a sale or other disposition of the assets of the Partnership (or any part thereof) during such Year, then the General Partner may elect, in its sole discretion, to treat the periods before and after the date of the transfer or admission as separate Years and allocate the Partnership's net income, gain, net loss, deductions and credits for each of such deemed separate Years. Notwithstanding the foregoing, the Partnership's "allocable cash basis items," as that term is used in Section 706(d)(2)(B) of the Code, shall be allocated as required by Section 706(d)(2) of the Code and the regulations thereunder.

Allocations Between Transferor and Transferee. In the event of the transfer (other than the pledges of the General Partner's interest permitted by Article 18 or Permitted Pledges described in Article 16.2(b)) of all or any part of a PartnerMember's interest Membership Interest (in accordance with the provisions of this Agreement) in the Partnership at any time other than at the end of a Fiscal Year, the change in any Member's Percentage Interest or the admission of a new Partner Member (in accordance with the terms of this Agreement), the transferring Partner Member or new PartnerMember's share of the PartnershipCompany's income, gain, loss, deductions and credits, as computed both for accounting purposes and for Federal federal income tax purposes, shall be allocated between the transferor Partner Member and the transferee Partner (or Partners)Member, or the new Partner Member and the other PartnersMembers, as the case may be, in the same ratio as the number of days in such Fiscal Year before and after the date of the transfer or admission; provided, however, that if there has been a sale or other disposition of the assets of the Partnership Company (or any part thereof) during such Fiscal Year, then upon the General Partner may electmutual agreement of all the Members (excluding the new Member and the transferring Member), in its sole discretion, to the Company shall treat the periods before and after the date of the transfer or admission as separate Fiscal Years and allocate the PartnershipCompany's net income, gain, net loss, deductions and credits for each of such deemed separate YearsFiscal Years of the Company. Notwithstanding the foregoing, the PartnershipCompany's "allocable cash basis items," as that term is used in Section 706(d)(2)(B) of the Code, shall be allocated as required by Section 706(d)(2) of the Code and the regulations Treasury Regulations thereunder.

Allocations Between Transferor and Transferee. In the event of the transfer (other than the pledges of the General Partner's interest permitted by Article 18 19 or Permitted Pledges described in Article 16.2(b17.2(b)) of all or any part of a Partner's interest (in accordance with the provisions of this Agreement) in the Partnership at any time other than at the end of a Year, or the admission of a new Partner (in accordance with the terms of this Agreement), the transferring Partner or new Partner's share of the Partnership's income, gain, loss, deductions and credits, as computed both for accounting purposes and for Federal income tax purposes, shall be allocated between the transferor Partner and the transferee Partner (or Partners), or the new Partner and the other Partners, as the case may be, in the same ratio as the number of days in such Year before and after the date of the transfer or admission; provided, however, that if there has been a sale or other disposition of the assets of the Partnership (or any part thereof) during such Year, then the General Partner may elect, in its sole discretion, to treat the periods before and after the date of the transfer or admission as separate Years and allocate the Partnership's net income, gain, net loss, deductions and credits for each of such deemed separate Years. Notwithstanding the foregoing, the Partnership's "allocable cash basis items," as that term is used in Section 706(d)(2)(B) of the Code, shall be allocated as required by Section 706(d)(2) of the Code and the regulations thereunder.

Allocations Between Transferor and Transferee. In the event of the transfer (other than the pledges of the General Partner's interest permitted by Article 18 or Permitted Pledges described in Article 16.2(b)) of all or any part of a Partner's interest (in accordance with the provisions of this Agreement) in the Partnership at any time other than at the end of a Year, or the admission of a new Partner (in accordance with the terms of this Agreement), the transferring Partner or new Partner's share of the Partnership's income, gain, loss, deductions and credits, as computed both for accounting purposes and for Federal federal income tax purposes, shall be allocated between the transferor Partner and the transferee Partner (or Partners), or the new Partner and the other Partners, as the case may be, in the same ratio as the number of days in such Year before and after the date of the transfer or admission; provided, however, that if there has been a sale or other disposition of the assets of the Partnership (or any part thereof) during such Year, then the General Partner may elect, in its sole discretion, to treat the periods before and after the date of the transfer or admission as separate Years and allocate the Partnership's net income, gain, net loss, deductions and credits for each of such deemed separate Years. Notwithstanding the foregoing, the Partnership's "allocable cash basis items," as that term is used in Section 706(d)(2)(B) of the Code, shall be allocated as required by Section 706(d)(2) of the Code and the regulations thereunder.