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

Distributions and Allocations With Respect to Transferred Interests. If any Interest is transferred during any Fiscal Year in compliance with the provisions of this Article, then (i) Profits, Losses, and all other items attributable to the 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 the Code and selected by the Managers; (ii) 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; and (iii) the transferee shall succeed to and assume the Capital Account, Percentage Interest and Capital Contribution obligation amounts, and other similar items of the transferor to the extent related to the transferred Interest. Solely for purposes of making the allocations and distributions, the LLC shall recognize such Transfer not later than the end of the calendar month during which the LLC receives notice of such Transfer. If the LLC does not receive a notice stating the date the Interest was transferred and such other information as the LLC may reasonably require within 30 days after the end of the Fiscal Year 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 LLC on this last day of the Fiscal Year during which the Transfer occurs, was the owner of the Interest. Neither the LLC nor Manager shall incur any liability for making allocations and distributions in accordance with the provisions of this Section, whether or not any Manager or the LLC had knowledge of any Transfer of ownership of any Interest.

Appears in 1 contract

Samples: Supply Agreement (Aldila Inc)

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Distributions and Allocations With Respect to Transferred Interests. If any Interest is transferred Interests are Transferred during any Fiscal Year accounting period in compliance with the provisions of this ArticleArticle 10, then (i) ProfitsProfit, LossesLoss, each item thereof, and all other items attributable to the Transferred 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 the Code law and selected elected by the Managers; (ii) all Managing General Partner 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; and (iii) the transferee shall succeed to and assume the Capital Account, Percentage Interest and Capital Contribution obligation amounts, and other similar items of the transferor to the extent related to the transferred Interest. Solely for purposes of making the such allocations and distributions, the LLC Partnership shall recognize such Transfer not later than the end of the calendar month during which the LLC receives it is given notice of such Transfer. If , PROVIDED that if the LLC Partnership does not receive a notice stating the date the such Interest was transferred Transferred and such other information as the LLC Managing General Partner may reasonably require within 30 days after the end of the Fiscal Year 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 LLC Partnership, on this the last day of the Fiscal Year accounting period during which the Transfer occurs, was the owner of the Interestinterest and provided further that if a notice of Transfer of the Interest of Price LP to any Price Corporation is given in the calendar month in which the Exchange occurs, the Partnership will recognize that Transfer as of the date of the notice. Neither the LLC Partnership nor Manager the Managing General Partner shall incur any liability for making allocations and distributions in accordance with the provisions of this SectionSection 10.08, whether or not any Manager the Managing General Partner or the LLC had Partnership has knowledge of any Transfer of ownership of any Interestinterest.

Appears in 1 contract

Samples: Price Communications Corp

Distributions and Allocations With Respect to Transferred Interests. If any Interest is transferred sold, assigned, or Transferred during any Fiscal Year in compliance with the provisions of this Article, then (i) Profits, Losses, and all other items attributable to the 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 such Fiscal Year in accordance with Code Section § 706(d), using any conventions convention(s) permitted by the Code and selected by the ManagersBoard; (ii) 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; and (iii) the transferee shall succeed to and assume the Capital Account, Percentage Interest and Capital Contribution obligation amountsClass D Preferred Capital, Class B-2 Preferred Capital, Class B-1 Preferred Capital, Class B Preferred Capital, Units and other similar items of the transferor to the extent related to the transferred Interest. Solely for purposes of making the allocations and distributions, the LLC shall recognize such Transfer not later than the end of the calendar month during which the LLC receives notice of such Transfer. If the LLC does not receive a notice stating the date the Interest was transferred and such other information as the LLC may reasonably require within 30 thirty days after the end of the Fiscal Year during which the Transfer transfer occurs, then all of such items shall be allocated, and all distributions shall be made, made to the Person, who, according to the books and records of the LLC on this the last day of the Fiscal Year during which the Transfer occurs, was the owner of the Interest. Neither the LLC nor Manager any Director shall incur any liability for making allocations and distributions in accordance with the provisions of this Section, whether or not any Manager or the LLC such Person had knowledge of any Transfer of ownership of any Interest.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Learn SPAC HoldCo, Inc.)

Distributions and Allocations With Respect to Transferred Interests. If any Interest is transferred Transferred during any Fiscal Year in compliance with the provisions of this Article, then (i) Profits, Losses, and all other items attributable to the 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 the Code and selected by the ManagersMembers; (ii) 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; and (iii) the transferee shall succeed to and assume the Capital Account, Percentage Interest the Class A Capital, the number and Capital Contribution obligation amountstype of Units, and other similar items of the transferor to the extent related to the transferred Interest. Solely for purposes of making the allocations and distributions, the LLC shall recognize such Transfer not later than the end of the calendar month during which the LLC receives notice of such Transfer. If the LLC does not receive a notice stating the date the Interest was transferred and such other information as the LLC may reasonably require within 30 thirty days after the end of the Fiscal Year during which the Transfer occurs, then all of such items shall be allocated, and all distributions shall be made, made to the Person, who, according to the books and records of the LLC on this the last day of the Fiscal Year during which the Transfer occurs, was the owner of the Interest. Neither the LLC nor Manager any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section, whether or not any Manager Member or the LLC had knowledge of any Transfer of ownership of any Interest.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Digital Television Services of Kansas LLC)

Distributions and Allocations With Respect to Transferred Interests. If any Interest is transferred Interests are Transferred (for purposes of this subsection, other than pledged or hypothecated) during any Fiscal Year accounting period in compliance with the provisions of this ArticleArticle 10, then (i) ProfitsProfit, LossesLoss, each item thereof, and all other items attributable to the Transferred 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 the Code law and selected elected by the Managers; (ii) all Managing General Partner 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; and (iii) the transferee shall succeed to and assume the Capital Account, Percentage Interest and Capital Contribution obligation amounts, and other similar items of the transferor to the extent related to the transferred Interest. Solely for purposes of making the such allocations and distributions, the LLC Partnership shall recognize such Transfer not later than the end of the calendar month during which the LLC receives it is given notice of such Transfer. If , provided that if the LLC Partnership does not receive a notice stating the date the such Interest was transferred Transferred and such other information as the LLC Managing General Partner may reasonably require within 30 days after the end of the Fiscal Year 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 LLC Partnership, on this the last day of the Fiscal Year accounting period during which the Transfer occurs, was the owner of the Interestinterest and provided further that if a notice of Transfer of the Interest of Price LP to any Price Corporation is given in the calendar month in which the Exchange occurs, the Partnership will recognize that Transfer as of the date of the notice. Neither the LLC Partnership nor Manager the Managing General Partner shall incur any liability to any Partner for making allocations and distributions in accordance with the provisions of this SectionSection 10.09, whether or not any Manager the Managing General Partner or the LLC had Partnership has knowledge of any Transfer of ownership of any Interest.

Appears in 1 contract

Samples: Verizon Wireless of the East Lp

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Distributions and Allocations With Respect to Transferred Interests. If any Interest is transferred sold, assigned, or Transferred during any Fiscal Year in compliance with the provisions of this Article, then (i) Profits, Losses, and all other items attributable to the 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 such Fiscal Year in accordance with Code Section § 706(d), using any conventions convention(s) permitted by the Code and selected by the ManagersBoard; (ii) 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; and (iii) the transferee shall succeed to and assume the Capital Account, Percentage Interest and Capital Contribution obligation amounts, Units and other similar items of the transferor to the extent related to the transferred Interest. Solely for purposes of making the allocations and distributions, the LLC Company shall recognize such Transfer not later than the end of the calendar month during which the LLC Company receives notice of such Transfer. If the LLC Company does not receive a notice stating the date the Interest was transferred and such other information as the LLC Company may reasonably require within 30 thirty days after the end of the Fiscal Year during which the Transfer transfer occurs, then all of such items shall be allocated, and all distributions shall be made, made to the Person, who, according to the books and records of the LLC Company on this the last day of the Fiscal Year during which the Transfer occurs, was the owner of the Interest. Neither the LLC Company nor Manager any Director shall incur any liability for making allocations and distributions in accordance with the provisions of this Section, whether or not any Manager or the LLC such Person had knowledge of any Transfer of ownership of any Interest.

Appears in 1 contract

Samples: Series 2 Unit Purchase Agreement (Learn SPAC HoldCo, Inc.)

Distributions and Allocations With Respect to Transferred Interests. If any Interest is transferred Transferred during any Fiscal Year in compliance with the provisions of this ArticleArticle VII, then (i) Profits, Losses, and all other items attributable to the 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 the Code and selected by the ManagersBoard of Members; (ii) all distributions on or before the date of such Transfer transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee; and (iii) the transferee shall succeed to and assume the Capital Account, Percentage Interest and Capital Contribution obligation amounts, and other similar items of the transferor to the extent related to the transferred Transferred Interest. Solely for purposes of making the allocations and distributions, the LLC Company shall recognize such Transfer not later than the end of the calendar month during which the LLC Company receives notice of such Transfer. If the LLC Company does not receive a notice stating the date the Interest was transferred and such other information as the LLC Company may reasonably require within 30 thirty days after the end of the Fiscal Year during which the Transfer occurs, then all of such items shall be allocated, and all distributions shall be made, made to the Person, who, according to the books and records of the LLC Company on this last day of the Fiscal Year during which the Transfer transfer occurs, was the owner of the Interest. Neither the LLC Company, any member of the Board of Members, the Officers nor Manager any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this SectionSection 7.4, whether or not any Manager or the LLC had such Person has knowledge of any Transfer of ownership of any Interest.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Axiall Corp/De/)

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