Allocations Upon Transfer Sample Clauses

Allocations Upon Transfer. Upon the sale, transfer or assignment of a Partnership Interest, allocations of Net Profits and Net Losses between the transferor and the transferee shall be made in accordance with Section 3.7 hereof.

Allocations Upon Transfer. If, during an accounting period, a member transfers to member’s rights to Company profits, losses and other income tax items to another person, the profits, losses and other tax items that would otherwise have been allocated to the transferring member for the accounting period shall be allocated between the transferor and the transferee pursuant to any methods chosen by the member that is permitted under Section 706 of the Internal Revenue Code.

Allocations Upon Transfer. Any implication in this Agreement to the contrary notwithstanding, if any Unit shall be transferred during any Company Year, the Net Profits and Net Losses allocable with respect to such Unit for such Company Year shall be allocated between the transferor and the transferee on the basis of the number of days in such Company Year each party was, according to the books and records of the Company, the owner of record of the Unit transferred, unless the transferor and transferee agree to use the closing of the books method, and agree to pay the costs of the Company in effectuating such closing of the books. Anything in this Section 4 notwithstanding, however, items described in Code Section 706(d)(2)(B) must be allocated pursuant to Code Section 706(d)(2).

Allocations Upon Transfer. In the event of the Transfer of a Partner’s Interest at any time other than the end of a Fiscal Year, the various items of Partnership income, gain, deduction, loss, credit and allowance as computed for U.S. federal income tax purposes shall be allocated between the Transferor and the Transferee in the ratio of the number of days in the Fiscal Year before and after the Transfer, unless the Transferor and the Transferee shall (i) have given the Partnership written notice, on or before January 15 following the year in which such Transfer occurred, stating their agreement that such allocation shall be made on some other proper basis, and (ii) agree to reimburse the Partnership for any incidental accounting fees and other expenses incurred by the Partnership in making such allocation.

Allocations Upon Transfer of Membership Interest ------------------------------------------------ Profits or Losses attributable to any Membership Interest which has been transferred shall be allocated between the transferor and the transferee as follows: (a) For the days prior to and including the date of the transfer, to the transferor. (b) For the days subsequent to the date of the transfer, to the transferee.

Allocations Upon Transfer. For any fiscal year during which a Member’s interest in the Company is assigned by such Member, the portion of the Net Income and Net Loss of the Company that is allocable in respect of such Member’s interest shall be apportioned between the assignor and the assignee of such Member’s interest using any permissible method under Code Section 706 and the Regulations thereunder as reasonably determined by the Board, but only in a manner that is not materially disadvantageous to a Member in favor of another Member.

Allocations Upon Transfer. For any fiscal year during which a Holder’s interest in the Company is assigned by such Holder, the portion of the Net Income and Net Loss of the Company that is allocable in respect of such Holder’s interest shall be apportioned between the assignor and the assignee of such Holder’s interest using any permissible method under Code Section 706 and the Regulations thereunder, as determined by the Manager; provided, however, that upon the admission of Pubco as a Member of the Company, the books of the Company shall be closed in accordance with Section 706(d) of the Code and consistent therewith (a) Net Income and Net Loss of the Company recognized as of the date of such admission shall be allocated among the Persons who were Holders prior to such date in accordance with this Section 4.3, and (b) Net Income and Net Loss recognized after such date shall be allocated among the Persons who were Holders after such date in accordance with this Section 4.3, in each case, as determined by the Manager.

Allocations Upon Transfer. If, during an Accounting Period, a Member transfers all or any portion of its Membership Units to another Person, items of Net Income and Net Loss, together with corresponding tax items that otherwise would have been allocated to the transferring Member with regard to such Accounting Period shall be allocated between the transferring Member and the transferee in accordance with their respective Percentage Interests during the Accounting Period using any method permitted by Section 706 of the Code and selected by the Board of Managers; except that any gain or loss arising out of the sale or other disposition of property occurring outside the ordinary course of the Company's trade or business or any other item of material income or expense that arises outside of the normal course of the Company's trade or business ("Material Item") shall be allocated to the transferring Member only if the transferring Member was a Member of the Company on the date such Material Item was incurred. All allocations of a Material Item not allocable to the transferring Member pursuant to the above provision shall be allocated to the transferee.

Allocations Upon Transfer. Upon the sale, transfer or assignment of a Company Interest, allocations of income, gain, losses, deductions, credits and items thereof between the transferor and the transferee shall be made in accordance with Section 10.3 hereof.