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

Distributions and Allocations in Respect to Transferred Interests. If any Partnership Interest in the Partnership is sold, assigned or transferred during any accounting period in compliance with the provisions of this Section 15, Profits, Losses and all other items attributable to the transferred Partnership Interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the period in accordance with Code Section 706(d), using any conventions permitted by law. Solely for the purposes of making such allocations and distributions, the Partnership shall recognize such transfer not later than the end of the calendar month during which it is given notice that such transfer has been made, provided that if the Partnership does not receive notice stating the date such interest in the Partnership was transferred and such other information as the Owners' Committee may reasonably require within 30 days after the end of the accounting period during which the transfer occurs, then all of such items shall be allocated, and all distributions shall be made, to the person who, according to the books and records of the Partnership, on the last day of the accounting period during which the transfer occurs, was the owner of the interest. Neither the Partnership nor the Administrative Agent shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 15, whether or not the Owners' Committee or the Partnership has knowledge of any transfer of ownership of any interest.

Appears in 1 contract

Samples: Partnership Agreement (Emera Inc)

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Distributions and Allocations in Respect to Transferred Interests. If ----------------------------------------------------------------- any Partnership Membership Interest in the Partnership is sold, assigned assigned, or transferred during any accounting period in compliance with the provisions of this Section 15period, ProfitsCompany Profit and Company Loss, Losses and each item thereof, and all other items attributable to the transferred Partnership Interest interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the period in accordance with Code Section 706(d), using any conventions permitted by lawlaw and selected by the Board of Managers. 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 the purposes of making such allocations and distributions, the Partnership Company shall recognize such transfer not later than the end of the calendar month during which it is given notice that of such transfer has been madetransfer, provided that if the Partnership Company does not receive a notice stating the date such interest in the Partnership Membership Interest was transferred and such other information as the Owners' Committee Board of Managers may reasonably require within 30 thirty (30) days after the end of the accounting period during which the transfer occurs, then all of such items shall be allocated, and all distributions shall be made, to the person Person who, according to the books and records of the PartnershipCompany, on the last day of the accounting period during which the transfer occurs, was the owner of the interestMembership Interest. Neither the Partnership Company nor the Administrative Agent any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 15, 12.6 whether or not the Owners' Committee any Member or the Partnership Company has knowledge of any transfer of ownership of any interest.

Appears in 1 contract

Samples: Operating Agreement (Morrison Restaurants Inc/)

Distributions and Allocations in Respect to Transferred Interests. If any Partnership Interest in the Partnership is sold, assigned or transferred Transferred during any accounting period in compliance with the provisions of this Section 15Article IX, Profits, Losses Losses, each item thereof, and all other items attributable to the transferred Partnership Interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the period in accordance with Code Section 706(d), using any conventions permitted by lawlaw and selected by the Manager. 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 the purposes of making such allocations and distributions, the Partnership Company shall recognize such transfer Transfer not later than the end of the calendar month during which it is given notice that of such transfer has been madeTransfer, provided that if the Partnership Company does not receive a notice stating the date such interest in the Partnership Interest was transferred Transferred and such other information as the Owners' Committee Manager may reasonably require within 30 thirty (30) days after the end of the accounting period fiscal year during which the transfer Transfer occurs, then all of such items shall be allocated, and all distributions shall be made, to the person Person who, according to the books and records of the PartnershipCompany, on the last day of the accounting period fiscal year during which the transfer Transfer occurs, was the owner of the interestInterest. Neither the Partnership Company nor the Administrative Agent Manager shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 159.8, whether or not the Owners' Committee Manager or the Partnership Company has knowledge of any transfer Transfer of ownership of any interest.Interest. Article X

Appears in 1 contract

Samples: Operating Agreement

Distributions and Allocations in Respect to Transferred Interests. If any Partnership Interest in the Partnership is sold, assigned or transferred Transferred during any accounting period in compliance with the provisions of this Section 15Article 6, Profits, Losses Losses, each item thereof and all other items attributable to the transferred Partnership Transferred Interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during pursuant to an interim closing of the period books, as provided in accordance with Code Regulations Section 706(d1.706-1(c)92)(ii). All distributions on or before the date of such Transfer shall be made to the transferor, using any conventions permitted by lawand all distributions thereafter shall be made to the transferee. Solely for the purposes of making such allocations and distributions, the Partnership Company shall recognize such transfer Transfer not later than the end of the calendar month during which it is given notice that of such transfer has been madeTransfer, provided that if the Partnership Company does not receive a notice stating the date such interest in the Partnership Interest was transferred Transferred and such other information as the Owners' Committee Manager may reasonably require within 30 thirty (30) days after the end of the accounting period during which the transfer Transfer occurs, then all of such items shall be allocated, and all distributions shall be made, to the person Person who, according to the books and records of the PartnershipCompany, on the last day of the accounting period during which the transfer Transfer occurs, was the owner of the interestInterest. Neither the Partnership Company nor any member of the Administrative Agent Manager shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 156.3, whether or not the Owners' Committee Company or any member of the Partnership Manager has knowledge of any transfer Transfer of ownership of any interestInterest.

Appears in 1 contract

Samples: Operating Agreement (Cornerstone Core Properties REIT, Inc.)

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Distributions and Allocations in Respect to Transferred Interests. If any Partnership Interest in the Partnership is sold, assigned assigned, or transferred during any accounting period in compliance with the provisions of this Section 15Article VIII, Profits, Losses and all other taxable items attributable to the transferred Partnership Interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the period in accordance with Code Section 706(d), using any conventions permitted by lawlaw and selected by the Manager. 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 the purposes of making such allocations and distributions, the Partnership Venture shall recognize such transfer not later than the end of the calendar month during which it is given notice that of such transfer has been madetransfer; provided, provided that however, if the Partnership Venture does not receive a notice stating the date such interest in the Partnership Interest was transferred and such other information as the Owners' Committee Manager may reasonably require within 30 thirty (30) days after the end of the accounting period fiscal year during which the transfer occurs, then all of such items shall be allocated, and all distributions shall be made, to the person Person who, according to the books and records of the PartnershipVenture, on the last day of the accounting period fiscal year during which the transfer occurs, was the owner of the interestInterest. Neither the Partnership Venture nor the Administrative Agent Manager shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 158.10, whether or not the Owners' Committee Manager or the Partnership Venture has knowledge of any transfer of ownership of any interestInterest.

Appears in 1 contract

Samples: Operating Agreement (Imco Recycling Inc)

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