Common use of Transfers During a Fiscal Year Clause in Contracts

Transfers During a Fiscal Year. If any Transfer of a Member’s Interest shall occur at any time other than the end of a Fiscal Year, the distributive shares of the various items of Company income, gain, loss and expense as computed for tax purposes and the distributions of the Company shall be allocated between the transferor and the transferee consistent with applicable requirements under Code Section 706; provided that no such allocation shall be effective unless the transferor and the transferee shall have agreed to reimburse the Managing Member and the Company for any incremental accounting fees and other expenses incurred by the Managing Member in making such allocation. Neither the Managing Member nor the Company shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.4.