Common use of Distributions and Allocations in Respect to Transferred Interest Clause in Contracts

Distributions and Allocations in Respect to Transferred Interest. If any Unit is transferred during any accounting period in compliance with the provisions of this Article X, then Profits and Losses, each item thereof, and all other items attributable to such Units for such accounting period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such accounting period in accordance with Code Section 706(d). Solely for purposes of making such allocations and distributions, the Company shall use the interim closing of the books method and the convention that recognizes such Transfer as of the beginning of the calendar month following the calendar month in which the notice, documentation and information requirements of this Article X have been substantially complied with. All distributions on or before the end of the calendar month in which such requirements have been substantially complied with shall be made to the transferor and all distributions thereafter shall be made to the transferee. The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, that reasonable notice of any change is given to the Members in advance of the change. Neither the Company, the Board, any Director nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.5, whether or not the Board or any Director or the Company or any Member has knowledge of any Transfer of ownership of any interest in the Company.