Common use of Effective Date of Transfer Clause in Contracts

Effective Date of Transfer. (a) Any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) which the Transfer occurs (as reflected by the form of assignment); and (ii) the transferee’s name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers may occur (the “Interim Transfer Periods”); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, recognize the Transfer as of the last day of the Interim Transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. All Distributions shall be made to the owner of record as of the record date as such record date is determined by the Board. The Board the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, 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 10.9 (other than tax liabilities which may be incurred by Members), 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.

Appears in 3 contracts

Samples: Operating Agreement, Operating Agreement, Operating Agreement (Husker Ag LLC)

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Effective Date of Transfer. (a) Any Subject to Section 10.5(b) and the resolution of the Board approving the Transfer, any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) on which the Transfer occurs (as reflected evidenced by the form documents and evidence of assignmentconveyance); and (ii) the transferee’s name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b10.5(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers transfers may occur (the “Interim Transfer Periods”); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, and recognize the Transfer as of the last first day following the close of the Interim Transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. 10, unless the resolution of the Board approving such Transfer authorizes such other effective date for the Transfer and/or other method or convention for allocating Profits and Losses and Distributions. All Distributions distributions on or before the end of the applicable Interim Transfer Period in which such requirements have been substantially complied with shall be made to transferor and all distributions thereafter shall be made to the owner of record as of the record date as such record date is determined by the Boardtransferee. The Board has the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, provided neither the Company, the Board, any Director Governor nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.9 10.95 (other than tax liabilities which may be incurred by Members), whether or not the Board or any Director Governor or the Company or any Member has knowledge of any Transfer of ownership of any Interest in the Company.

Appears in 2 contracts

Samples: Operating Agreement (Granite Falls Energy, LLC), Operating Agreement (Granite Falls Energy, LLC)

Effective Date of Transfer. (a) Any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) which the Transfer occurs (as reflected by the form of assignment); and (ii) the transferee’s 's name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers may occur (the “Interim Transfer Periods”); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, recognize the Transfer as of the last day of the Interim Transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. 10. All Distributions shall be made to the owner of record as of the record date as such record date is determined by the Board. The Board the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, 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 10.9 (other than tax liabilities which may be incurred by Members), 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.

Appears in 2 contracts

Samples: Operating Agreement (Husker Ag LLC), Operating Agreement (Husker Ag LLC)

Effective Date of Transfer. (a) Any Subject to Section 10.5(b) and the resolution of the Board approving the Transfer, any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) on which the Transfer occurs (as reflected evidenced by the form documents and evidence of assignmentconveyance); and (ii) the transferee’s name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b10.5(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers transfers may occur (the “Interim Transfer Periods”); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, and recognize the Transfer as of the last first day following the close of the Interim Transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. 10, unless the resolution of the Board approving such Transfer authorizes such other effective date for the Transfer and/or other method or convention for allocating Profits and Losses and Distributions. All Distributions distributions on or before the end of the applicable Interim Transfer Period in which such requirements have been substantially complied with shall be made to transferor and all distributions thereafter shall be made to the owner of record as of the record date as such record date is determined by the Boardtransferee. The Board has the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, provided neither the Company, the Board, any Director Governor nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.9 10.5 (other than tax liabilities which may be incurred by Members), whether or not the Board or any Director Governor or the Company or any Member has knowledge of any Transfer of ownership of any Interest in the Company.

Appears in 2 contracts

Samples: Operating Agreement (Granite Falls Energy, LLC), Operating Agreement (Granite Falls Energy, LLC)

Effective Date of Transfer. (a) Any Subject to Section 10.5(b) and the resolution of the Board approving the Transfer, any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) on which the Transfer occurs (as reflected evidenced by the form documents and evidence of assignmentconveyance); and (ii) the transferee’s name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b10.5(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers transfers may occur (the Interim Transfer Periods”); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, and recognize the Transfer as of the last first day following the close of the Interim Transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. 10, unless the resolution of the Board approving such Transfer authorizes such other effective date for the Transfer and/or other method or convention for allocating Profits and Losses and Distributions. All Distributions distributions on or before the end of the applicable Interim Transfer Period in which such requirements have been substantially complied with shall be made to transferor and all distributions thereafter shall be made to the owner of record as of the record date as such record date is determined by the Boardtransferee. The Board has the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, provided neither the Company, the Board, any Director Governor nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.9 10.95 (other than tax liabilities which may be incurred by Members), whether or not the Board or any Director Governor or the Company or any Member has knowledge of any Transfer of ownership of any Interest in the Company.

Appears in 2 contracts

Samples: Operating Agreement (Granite Falls Energy, LLC), Operating Agreement

Effective Date of Transfer. (a) Any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) which the Transfer occurs (as reflected by the form of assignment); and (ii) the transferee’s 's name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers may occur (the "Interim Transfer Periods"); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, and recognize the Transfer as of the last first day following the close of the Interim Transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. 10. All Distributions on or before the end of the applicable Interim Transfer Period in which such requirements have been substantially complied with shall be made to the owner of record as of transferor and all Distributions thereafter shall be made to the record date as such record date is determined by the Boardtransferee. The Board the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, 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 10.9 (other than tax liabilities which may be incurred by Members), 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.

Appears in 1 contract

Samples: Operating Agreement (Nedak Ethanol, LLC)

Effective Date of Transfer. (a) Any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) which the Transfer occurs (as reflected by the form of assignment); and (ii) the transferee’s 's name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers transfers may occur (the "Interim Transfer Periods"); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, and recognize the Transfer as of the last first day following the close of the Interim Transfer transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. 10. All Distributions on or before the end of the applicable Interim Transfer Period in which such requirements have been substantially complied with shall be made to transferor and all Distributions thereafter shall be made to the owner of record as of the record date as such record date is determined by the Boardtransferee. The Board the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, provided neither the Companycompany, the Board, any Director Governor nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.9 (other than tax liabilities which may be incurred by Members), whether or not the Board or any Director Governor or the Company or any Member has knowledge of any Transfer of ownership of any Interest in the Company.

Appears in 1 contract

Samples: Operating and Member Control Agreement (Granite Falls Community Ethanol Plant LLC)

Effective Date of Transfer. (a) Any Transfer transfer of a Unit unit shall be deemed effective as of the day of the month and year: ; (i) which the Transfer transfer occurs (as reflected by the form of assignment); and (ii) the transferee’s 's name and address and the nature and extent of the Transfer transfer are reflected in the records of the Companycompany; provided, however, the effective date of a Transfer transfer for purposes of allocation of Profits profits and Losses losses and for Distributions distributions shall be determined pursuant to Section 10.9(b7.6(b) below. Any transferee of a Unit unit shall take subject to the restrictions on Transfer transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers transfers may occur (the "Interim Transfer Periods"); provided, however, the Board shall provide Members members reasonable notice of the Interim Transfer Periods interim transfer periods and advance notice of any change to the Interim Transfer Periodsinterim transfer periods. For purposes of making allocations of Profits profits and Losseslosses, and Distributionsdistributions, the Company company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, and recognize the Transfer transfer as of the last first day following the close of the Interim Transfer Period interim transfer period in which the Member member complied with the notice, documentation and information requirements of Article X. 7. All Distributions distributions on or before the end of the applicable interim transfer period in which such requirements have been substantially complied with shall be made to the owner of record as of transferor and all distributions thereafter shall be made to the record date as such record date is determined by the Boardtransferee. The Board board has the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, neither the Companycompany, the Board, any Director director nor any Member member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.9 7.6 (other than tax liabilities which may be incurred by Membersmembers), whether or not the Board or any Director or director of the Company company or any Member member has knowledge of any Transfer of transfer or ownership of any Interest interest in the Companycompany.

Appears in 1 contract

Samples: Member Control Agreement (Red Trail Energy, LLC)

Effective Date of Transfer. (a) Any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) which the Transfer occurs (as reflected by the form of assignment); and (ii) the transferee’s 's name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers may occur (the "Interim Transfer Periods"); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, recognize the Transfer as of the last day of the Interim Transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. All Distributions shall be made to the owner of record as of the record date as such record date is determined by the Board. The Board the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, 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 10.9 (other than tax liabilities which may be incurred by Members), 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.

Appears in 1 contract

Samples: Operating Agreement

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Effective Date of Transfer. (a) Any Transfer transfer of a Unit unit shall be deemed effective as of the day of the month and year: ; (i) which the Transfer transfer occurs (as reflected by the form of assignment); and (ii) the transferee’s name and address and the nature and extent of the Transfer transfer are reflected in the records of the Companycompany; provided, however, the effective date of a Transfer transfer for purposes of allocation of Profits profits and Losses losses and for Distributions distributions shall be determined pursuant to Section 10.9(b7.6(b) below. Any transferee of a Unit unit shall take subject to the restrictions on Transfer transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers transfers may occur (the “Interim Transfer Periods”); provided, however, the Board shall provide Members members reasonable notice of the Interim Transfer Periods interim transfer periods and advance notice of any change to the Interim Transfer Periodsinterim transfer periods. For purposes of making allocations of Profits profits and Losseslosses, and Distributionsdistributions, the Company company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, and recognize the Transfer transfer as of the last first day following the close of the Interim Transfer Period interim transfer period in which the Member member complied with the notice, documentation and information requirements of Article X. 7. All Distributions distributions on or before the end of the applicable interim transfer period in which such requirements have been substantially complied with shall be made to the owner of record as of transferor and all distributions thereafter shall be made to the record date as such record date is determined by the Boardtransferee. The Board board has the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, neither the Companycompany, the Board, any Director director nor any Member member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.9 7.6 (other than tax liabilities which may be incurred by Membersmembers), whether or not the Board or any Director or director of the Company company or any Member member has knowledge of any Transfer of transfer or ownership of any Interest interest in the Companycompany.

Appears in 1 contract

Samples: Member Control Agreement (Red Trail Energy, LLC)

Effective Date of Transfer. (a) Any Subject to Section 10.5(b) and the resolution of the Board approving the Transfer, any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) on which the Transfer occurs (as reflected evidenced by the form documents and evidence of assignmentconveyance); and (ii) the transferee’s name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b10.5(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers transfers may occur (the “Interim Transfer Periods”); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, and recognize the Transfer as of the last first day following the close of the Interim Transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. 10, unless the resolution of the Board approving such Transfer authorizes such other effective date for the Transfer and/or other method or convention for allocating Profits and Losses and Distributions. All Distributions distributions on or before the end of the applicable Interim Transfer Period in which such requirements have been substantially complied with shall be made to transferor and all distributions thereafter shall be made to the owner of record as of the record date as such record date is determined by the Boardtransferee. The Board has the authority to adopt other reasonable methods and/or conventions.. ​ (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, provided neither the Company, the Board, any Director Governor nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.9 10.95 (other than tax liabilities which may be incurred by Members), whether or not the Board or any Director Governor or the Company or any Member has knowledge of any Transfer of ownership of any Interest in the Company.

Appears in 1 contract

Samples: Operating Agreement (Granite Falls Energy, LLC)

Effective Date of Transfer. (a) Any Subject to Section 10.5(b) and the resolution of the Board approving the Transfer, any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) on which the Transfer occurs (as reflected evidenced by the form documents and evidence of assignmentconveyance); and (ii) the transferee’s name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b10.5(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers transfers may occur (the “Interim Transfer Periods”); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, and recognize the Transfer as of the last first day following the close of the Interim Transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. 10, unless the resolution of the Board approving such Transfer authorizes such other effective date for the Transfer and/or other method or convention for allocating Profits and Losses and Distributions. All Distributions distributions on or before the end of the applicable Interim Transfer Period in which such requirements have been substantially complied with shall be made to transferor and all distributions thereafter shall be made to the owner of record as of the record date as such record date is determined by the Boardtransferee. The Board has the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, provided neither the Company, the Board, any Director Governor nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.9 10.5 (other than tax liabilities which may be incurred by Members), whether or not the Board or any Director Governor or the Company or any Member has knowledge of any Transfer of ownership of any Interest in the Company.

Appears in 1 contract

Samples: Operating Agreement (Granite Falls Energy, LLC)

Effective Date of Transfer. (a) Any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) which the Transfer occurs (as reflected by the form of assignment); and (ii) the transferee’s 's name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers may occur (the “Interim Transfer Periods”"INTERIM TRANSFER PERIODS"); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, and recognize the Transfer as of the last first day following the close of the Interim Transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. 10. All Distributions on or before the end of the applicable Interim Transfer Period in which such requirements have been substantially complied with shall be made to the owner of record as of transferor and all Distributions thereafter shall be made to the record date as such record date is determined by the Boardtransferee. The Board the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, 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 10.9 (other than tax liabilities which may be incurred by Members), 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.

Appears in 1 contract

Samples: Operating Agreement (Husker Ag Processing LLC)

Effective Date of Transfer. (a) Any Transfer of a Unit shall be deemed effective as of the day of the month and year: (i) which the Transfer occurs (as reflected by the form of assignment); and (ii) the transferee’s 's name and address and the nature and extent of the Transfer are reflected in the records of the Company; provided, however, the effective date of a Transfer for purposes of allocation of Profits and Losses and for Distributions shall be determined pursuant to Section 10.9(b) below. Any transferee of a Unit shall take subject to the restrictions on Transfer imposed by this Agreement. (b) The Board, in its sole discretion, may establish interim periods in which Transfers may occur (the “Interim Transfer Periods”); provided, however, the Board shall provide Members reasonable notice of the Interim Transfer Periods and advance notice of any change to the Interim Transfer Periods. For purposes of making allocations of Profits and Losses, and Distributions, the Company will use the interim closing of the books method (rather than a daily proration of profit or loss for the entire period) and, except as otherwise determined by the Board, and recognize the Transfer as of the last first day following the close of the Interim Transfer Period in which the Member complied with the notice, documentation and information requirements of Article X. 10. All Distributions on or before the end of the applicable Interim Transfer Period in which such requirements have been substantially complied with shall be made to the owner of record as of transferor and all Distributions thereafter shall be made to the record date as such record date is determined by the Boardtransferee. The Board the authority to adopt other reasonable methods and/or conventions. (c) The Board shall have the power and authority to adopt another reasonable method and/or convention with respect to such allocations and distributions; provided, 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 10.9 (other than tax liabilities which may be incurred by Members), 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.

Appears in 1 contract

Samples: Operating Agreement (Husker Ag LLC)

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