Common use of Allocations on Transfers Clause in Contracts

Allocations on Transfers. Taxable items of the Company attributable to a Membership Interest that has been transferred (including the simultaneous decrease in the Membership Interest of existing Members resulting from the admission of a new Member) shall be allocated between the transferor and the transferee using the proration method in accordance with Treasury Regulations Section 1.706-4. Notwithstanding the foregoing, the Company may, at the discretion of the Managers and with the Approval of a Majority of the Class A-2 Members, make an interim closing of its books as of the date that a Membership Interest has been transferred (including the simultaneous decrease in Membership Interest of existing Members resulting from the admission of a new Member), and allocate taxable items of the Company attributable to such Membership Interest based on such interim closing in accordance with Treasury Regulations Section 1.706-4. Distributions of assets of the Company with respect to a Membership Interest shall be made only to the Persons who, according to the records of the Company, are the owners, on the actual date of distribution, of the Membership Interests with respect to which the distributions are made. No liability shall result from making distributions in accordance with the provisions of the preceding sentence, whether or not any Manager or the Company has knowledge or notice of a transfer or purported transfer of ownership of a Membership Interest.

Allocations on Transfers. Taxable items of the Company attributable to a Membership Interest that has been transferred (including the simultaneous decrease in the Membership Interest of existing Members resulting from the admission of a new Member) shall be allocated between the transferor and the transferee using the proration method in accordance with Treasury Regulations Section 1.706-4. Notwithstanding the foregoing, the Company may, at the discretion of the Managers and with the Approval of a Majority of the Class A-2 MembersManagers, make an interim closing of its books as of the date that a Membership Interest has been transferred (including the simultaneous decrease in Membership Interest of existing Members resulting from the admission of a new Member), and allocate taxable items of the Company attributable to such Membership Interest based on such interim closing in accordance with Treasury Regulations Section 1.706-4. Distributions of assets of the Company with respect to a Membership Interest shall be made only to the Persons who, according to the records of the Company, are the owners, on the actual date of distribution, of the Membership Interests with respect to which the distributions are made. No liability shall result from making distributions in accordance with the provisions of the preceding sentence, whether or not any Manager or the Company has knowledge or notice of a transfer or purported transfer of ownership of a Membership Interest.