Common use of ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE Clause in Contracts

ALLOCATION OF DISTRIBUTIONS BETWEEN ASSIGNOR AND ASSIGNEE. Upon the Transfer of Membership Units pursuant to this Article and unless the assignor and assignee otherwise agree and so direct the Company in a written statement signed by both the assignor and assignee (a) distributions pursuant to Article V shall be made to the Person owning such Membership Units at the date of distribution and (b) the assignee shall succeed to a pro-rata (based on the percentage of such assignor's Membership Units Transferred) portion of the assignor's Capital Account with respect to such Membership Units. Any Membership Units Transferred shall remain subject to the provisions of this Agreement and the transferee shall have entered into an enforceable written agreement providing that all Membership Units so Transferred shall continue to be subject to all provisions of this Agreement as if such Membership Units were still held by the transferring Member, and provided further that such permitted transferee shall not be permitted to make any further Transfer without complying with the provisions of this Agreement. Anything to the contrary in this Agreement notwithstanding, transferees permitted hereunder shall take any Membership Units so Transferred subject to all obligations under this Agreement as if such Membership Units were still held by the transferring Member whether or not they so expressly agree.