Common use of Allocations in Respect of Transferred Units Clause in Contracts

Allocations in Respect of Transferred Units. With regard to PubCo’s acquisition of the New Company Common Units (as defined in the Business Combination Agreement), Profits or Losses shall be allocated to the Partners of the Partnership so as to take into account the varying interests of the Partners in the Partnership using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder. If during any taxable year there is any other change in any Partner’s Units in the Partnership, the General Partner shall consult in good faith with the Continuing Partner Representative and the tax advisors to the Partnership and allocate the Profits or Losses to the Partners of the Partnership so as to take into account the varying interests of the Partners in the Partnership using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder and that is selected by the General Partner (with the prior written consent of the Requisite Continuing Partners, not to be unreasonably withheld, conditioned or delayed); provided that, the Requisite Continuing Partners shall not have the consent right described in this Section 10.10 in the event that the Continuing Partners collectively own less than 10% of the Units.

Allocations in Respect of Transferred Units. With regard to PubCothe Managing Member’s acquisition of the New Acquired Surviving Company Common Units (as defined in the Business Combination Merger Agreement), Profits or Losses shall be allocated to the Partners Members of the Partnership Company so as to take into account the varying interests of the Partners Members in the Partnership Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder. If during any taxable year there is any other change in any PartnerMember’s Units in the PartnershipCompany, the General Partner Managing Member shall consult in good faith with the Continuing Partner Original Member Representative and the tax advisors to the Partnership Company and allocate the Profits or Losses to the Partners Members of the Partnership Company so as to take into account the varying interests of the Partners Members in the Partnership Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder; thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder and that is selected by the General Partner Managing Member (with the prior written consent of the Requisite Continuing PartnersOriginal Member Representative, not to be unreasonably withheld, conditioned or delayed); provided that, the Requisite Continuing Partners Original Member Representative shall not have the consent right described in this Section 10.10 8.10 in the event that the Continuing Partners Original Members collectively own less than 10% of the Units.

Allocations in Respect of Transferred Units. With regard to PubCothe Managing Member’s acquisition of the New Company Common Units (as defined in connection with the Business Combination Agreement)Company Merger, Profits or Losses shall be allocated to the Partners Members of the Partnership Company so as to take into account the varying interests of the Partners Members in the Partnership Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder. If during any taxable year there is any other change in any PartnerMember’s Units in the PartnershipCompany, the General Partner Managing Member shall consult in good faith with the Continuing Partner Original Member Representative and the tax advisors to the Partnership Company and allocate the Profits or Losses to the Partners Members of the Partnership Company so as to take into account the varying interests of the Partners Members in the Partnership Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder and that is selected by the General Partner Managing Member in its reasonable discretion (after consulting in good faith with the prior written consent of the Requisite Continuing Partners, not to be unreasonably withheld, conditioned or delayedOriginal Member Representative); provided that, the Requisite Continuing Partners Original Member Representative shall not have the consent consultation right described in this Section 10.10 8.11 in the event that the Continuing Partners collectively own Original Member Representative owns less than 1050% of the UnitsUnits owned by the Original Member Representative immediately following the Closing Date.

Allocations in Respect of Transferred Units. With regard to PubCothe Managing Member’s acquisition of the New Acquired Surviving Company Common Units (as defined in the Business Combination Merger Agreement), Profits or Losses shall be allocated to the Partners Members of the Partnership Company so as to take into account the varying interests of the Partners Members in the Partnership Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder. If during any taxable year there is any other change in any PartnerMember’s Units in the PartnershipCompany, the General Partner Managing Member shall consult in good faith with the Continuing Partner Member Representative and the tax advisors to the Partnership Company and allocate the Profits or Losses to the Partners Members of the Partnership Company so as to take into account the varying interests of the Partners Members in the Partnership Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder and that is selected by the General Partner Managing Member (with the prior written consent of the Requisite Continuing PartnersMembers, not to be unreasonably withheld, conditioned or delayed); provided that, the Requisite Continuing Partners Members shall not have the consent right described in this Section 10.10 8.10 in the event that the Continuing Partners Members collectively own less than 10% of the Units.

Allocations in Respect of Transferred Units. With regard to PubCo’s acquisition of the New Acquired Surviving Company Common Units (as defined in the Business Combination Merger Agreement), Profits or Losses shall be allocated to the Partners Members of the Partnership Company so as to take into account the varying interests of the Partners Members in the Partnership Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder. If during any taxable year there is any other change in any PartnerMember’s Units in the PartnershipCompany, the General Partner OpCo Board shall consult in good faith with the Continuing Partner Member Representative and the tax advisors to the Partnership Company and allocate the Profits or Losses to the Partners Members of the Partnership Company so as to take into account the varying interests of the Partners Members in the Partnership Company using an “interim closing of the books” method in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder; provided, however, that such allocations may instead be made in another manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations promulgated thereunder and that is selected by the General Partner OpCo Board (with the prior written consent of the Requisite Continuing PartnersMembers, not to be unreasonably withheld, conditioned or delayed); provided that, the Requisite Continuing Partners Members shall not have the consent right described in this Section 10.10 8.10 in the event that the Continuing Partners Members collectively own less than 10% of the Units.