Common use of Distributions and Allocations in Respect of Transferred Member Interests Clause in Contracts

Distributions and Allocations in Respect of Transferred Member Interests. If any Interest is Transferred during any Allocation Year in compliance with the provisions of this Article X, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and agreed to by the transferor and transferee. All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Interest was Transferred and such other information as the Manager may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, was the owner of the Interest on the last day of such Allocation Year. Neither the Company nor the Manager shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.7, whether or not the Manager or the Company has knowledge of any Transfer of ownership of any Interest.

Appears in 3 contracts

Samples: Operating Agreement, LLC Operating Agreement, Operating Agreement

AutoNDA by SimpleDocs

Distributions and Allocations in Respect of Transferred Member Interests. If any Interest is Transferred during any Allocation Year in compliance with the provisions of this Article X, Profits, Losses, each item thereof, and all other items attributable to the Transferred Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and agreed to by the transferor and transferee. All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, ; provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, ; and provided further that if the Company does not receive a notice stating the date such Interest was Transferred and such other information as the Manager Managing Member may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, was the owner of the Interest on the last day of such Allocation Year. Neither To the fullest extent permitted by law, neither the Company nor the Manager Managing Member shall incur any liability Liability for making allocations and distributions in accordance with the provisions of this Section 10.7, whether or not the Manager Managing Member or the Company has knowledge of any Transfer of ownership of any Interest.

Appears in 2 contracts

Samples: Operating Agreement (Atlas Pipeline Partners Lp), Operating Agreement (Atlas Pipeline Partners Lp)

Distributions and Allocations in Respect of Transferred Member Interests. If any Membership Interest is Transferred during any Allocation Year in compliance with the provisions of this Article X11, ProfitsNet Income, LossesNet Loss, each item thereof, and all other items attributable to the Transferred Membership Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Membership Interests during the Fiscal Taxable Year in accordance with Code Section 706(d), using any conventions permitted by law and agreed to by the transferor and transferee. All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, ; provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer; and provided, and provided further that if the Company does not receive a notice stating the date such Membership Interest was Transferred and such other information as the Manager Members may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, was the owner of the Membership Interest on the last day of such Allocation Year. Neither To the fullest extent permitted by law, neither the Company nor the Manager Members shall incur any liability Liability for making allocations and distributions in accordance with the provisions of this Section 10.711.7, whether or not any of the Manager Members or the Company has knowledge of any Transfer of ownership of any Membership Interest.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (QR Energy, LP), Limited Liability Company Agreement (QR Energy, LP)

Distributions and Allocations in Respect of Transferred Member Interests. If any Membership Interest is Transferred during any Allocation Year in compliance with the provisions of this Article XXI, Profits, Losses, each item thereof, and all other items attributable to the Transferred Membership Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Membership Interests during the Fiscal Taxable Year in accordance with Code Section 706(d), using any conventions permitted by law and agreed to by the transferor and transferee. All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, ; provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer; and provided, and provided further that if the Company does not receive a notice stating the date such Membership Interest was Transferred and such other information as the Manager Members may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, was the owner of the Membership Interest on the last day of such Allocation Year. Neither To the fullest extent permitted by law, neither the Company nor the Manager Members shall incur any liability Liability for making allocations and distributions in accordance with the provisions of this Section 10.711.7, whether or not any of the Manager Members or the Company has knowledge of any Transfer of ownership of any Membership Interest.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Energy Transfer Equity, L.P.), Limited Liability Company Agreement (Enterprise GP Holdings L.P.)

AutoNDA by SimpleDocs

Distributions and Allocations in Respect of Transferred Member Interests. If any Membership Interest is Transferred during any Allocation Year in compliance with the provisions of this Article X11, ProfitsNet Income, LossesNet Loss, each item thereof, and all other items attributable to the Transferred Membership Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying Membership Interests during the Fiscal Allocation Year in accordance with Code Section 706(d), using any conventions permitted by law and agreed to by the transferor and transferee. All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; provided, provided that, if the Company is given notice of a Transfer at least ten (10) 10 Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer; and provided, and provided further further, that if the Company does not receive a notice stating the date such Membership Interest was Transferred and such other information as the Manager Members may reasonably require within thirty (30) days after the end of the Allocation Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, was the owner of the Membership Interest on the last day of such Allocation Year. Neither To the fullest extent permitted by law, neither the Company nor the Manager Members shall incur any liability Liability for making allocations and distributions in accordance with the provisions of this Section 10.711.7, whether or not any of the Manager Members or the Company has knowledge of any Transfer of ownership of any Membership Interest.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Central Energy Partners Lp)

Distributions and Allocations in Respect of Transferred Member Interests. If any Interest is Transferred during any Allocation Year in compliance with the provisions of this Article X, Profits, LossesSection 11, each item thereofof Profits and Losses, and all other items attributable to the Transferred Interest for such Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying respective Interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and agreed to by the transferor and transferee. All distributions on or before attributable to periods prior to the date of such Transfer shall be made to the transferor, and all distributions attributable to periods thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, ; provided that, if the Company is given notice of a Transfer at least ten (10) 10 Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer; and provided, and provided further further, that if the Company does not receive a notice stating the date such Interest was Transferred and such other information as the Manager Executive Committee may reasonably require within thirty (30) 30 days after the end of the Allocation Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, was the owner of the Interest on the last day of such Allocation Year. Neither the Company nor the Manager any other Person shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.711.7, whether or not the Manager Company or the Company such Person has knowledge of any Transfer of ownership of any Interest.

Appears in 1 contract

Samples: Operating Agreement (Vistancia Marketing, LLC)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!