Common use of Allocations Between Transferor and Transferee Clause in Contracts

Allocations Between Transferor and Transferee. Upon the transfer of a Partner's Economic Interest or Partnership Interest, all items of income, gain, loss, deduction and credit attributable to the Economic Interest or Partnership Interest so transferred shall be allocated between the transferor and the transferee in such manner as the transferor and transferee agree at the time of transfer; provided such allocation does not violate federal or state income tax law. If the General Partner, in its sole discretion, deems such laws violated, then such allocation shall be made pro rata for the fiscal year based upon the number of days during the applicable fiscal year of the Partnership that the Economic Interest or Partnership Interest so transferred was held by the transferor and transferee, without regard to the results of Partnership activities during the period in which each was the holder, or in such other manner as the General Partner deems necessary to comply with federal or state income tax laws. Distributions as called for by this Agreement shall be made to the holder of record of the Economic Interest or Partnership Interest on the date of distribution. Notwithstanding anything contained in this Agreement to the contrary, both the Partnership and the General Partner shall be entitled to treat the assignor of any assigned Economic Interest or Partnership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such assignor in reliance on the Partnership records as they exist until such time as the written assignment has been received by, and recorded on the books of the Partnership. For purposes of this Article VIII, the effective date of an assignment of any Economic Interest or Partnership Interest shall be the last day of the month specified in the written instrument of assignment.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Medcath Corp), Limited Partnership Agreement (Medcath Corp), Limited Partnership Agreement (Medcath Corp)

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Allocations Between Transferor and Transferee. Upon the transfer of a PartnerMember's Economic Interest or Partnership Membership Interest, all items of income, gain, loss, deduction and credit attributable to the Economic Interest or Partnership Membership Interest so transferred shall be allocated between the transferor and the transferee in such manner as the transferor and transferee agree at the time of transfer; provided such allocation does not violate federal or state income tax law. If the General PartnerDTO Management, in its sole discretion, deems such laws violated, then such allocation shall be made pro rata for the fiscal year based upon the number of days during the applicable fiscal year of the Partnership Company that the Economic Interest or Partnership Membership Interest so transferred was held by the transferor and transferee, without regard to the results of Partnership Company activities during the period in which each was the holder, or in such other manner as the General Partner DTO Management deems necessary to comply with federal or state income tax laws. Distributions as called for by this Agreement shall be made to the holder of record of the Economic Interest or Partnership Membership Interest on the date of distribution. Notwithstanding anything contained in this Agreement to the contrary, both the Partnership Company and the General Partner DTO Management shall be entitled to treat the assignor of any assigned Economic Interest or Partnership Membership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such assignor in reliance on the Partnership Company records as they exist until such time as the written assignment has been received by, and recorded on the books of the PartnershipCompany. For purposes of this Article VIII, the effective date of an assignment of any Economic Interest or Partnership Membership Interest shall be the last day of the month specified in the written instrument of assignment.

Appears in 4 contracts

Samples: Operating Agreement (Medcath Inc), Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)

Allocations Between Transferor and Transferee. Upon the transfer of a PartnerMember's Economic Interest or Partnership Membership Interest, all items of income, gain, loss, deduction and credit attributable to the Economic Interest or Partnership Membership Interest so transferred shall be allocated between the transferor and the transferee in such manner as the transferor and transferee agree at the time of transfer; provided such allocation does not violate federal or state income tax law. If the General PartnerAHH Management, in its sole discretion, deems such laws violated, then such allocation shall be made pro rata for the fiscal year Fiscal Year based upon the number of days during the applicable fiscal year Fiscal Year of the Partnership Company that the Economic Interest or Partnership Membership Interest so transferred was held by the transferor and transferee, without regard to the results of Partnership Company activities during the period in which each was the holder, or in such other manner as the General Partner AHH Management deems necessary to comply with federal Federal or state income tax laws. Distributions as called for by this Agreement shall be made to the holder of record of the Economic Interest or Partnership Membership Interest on the date of distribution. Notwithstanding anything contained in this Agreement to the contrary, both the Partnership Company and the General Partner AHH Management shall be entitled to treat the assignor of any assigned Economic Interest or Partnership Membership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such assignor in reliance on the Partnership Company records as they exist until such time as the written assignment has been received by, and recorded on the books of the PartnershipCompany. For purposes of this Article VIII, the effective date of an assignment of any Economic Interest or Partnership Membership Interest shall be the last day of the month specified in the written instrument of assignment.

Appears in 3 contracts

Samples: Operating Agreement (Medcath Inc), Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)

Allocations Between Transferor and Transferee. Upon the transfer of a PartnerMember's Economic Interest or Partnership Membership Interest, all items of income, gain, loss, deduction and credit attributable to the Economic Interest or Partnership Membership Interest so transferred shall be allocated between the transferor and the transferee in such manner as the transferor and transferee agree at the time of transfer; provided such allocation does not violate federal or state income tax law. If the General PartnerMedCath, in its sole discretion, deems such laws violated, then such allocation shall be made pro rata for the fiscal year based upon the number of days during the applicable fiscal year of the Partnership Company that the Economic Interest or Partnership Membership Interest so transferred was held by the transferor and transferee, without regard to the results of Partnership Company activities during the period in which each was the holder, or in such other manner as the General Partner MedCath deems necessary to comply with federal Federal or state income tax laws. Distributions as called for by this Agreement shall be made to the holder of record of the Economic Interest or Partnership Membership Interest on the date of distribution. Notwithstanding anything contained in this Agreement to the contrary, both the Partnership Company and the General Partner MedCath shall be entitled to treat the assignor of any assigned Economic Interest or Partnership Membership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such assignor in reliance on the Partnership Company records as they exist until such time as the written assignment has been received by, and recorded on the books of of, the PartnershipCompany. For purposes of this Article VIII, the effective date of an assignment of any Economic Interest or Partnership Membership Interest shall be the last day of the month specified in the written instrument of assignment.

Appears in 2 contracts

Samples: Operating Agreement (Medcath Corp), Operating Agreement (Medcath Corp)

Allocations Between Transferor and Transferee. Upon the transfer of a PartnerMember's Economic Interest or Partnership Membership Interest, all items of income, gain, loss, deduction and credit attributable to the Economic Interest or Partnership Membership Interest so transferred shall be allocated between the transferor and the transferee in such manner as the transferor and transferee agree at the time of transfer; provided such allocation does not violate federal or state income tax law. If the General PartnerSAHI, in its sole discretion, deems such laws violated, then such allocation shall be made pro rata for the fiscal year based upon the number of days during the applicable fiscal year of the Partnership Company that the Economic Interest or Partnership Membership Interest so transferred was held by the transferor and transferee, without regard to the results of Partnership Company activities during the period in which each was the holder, or in such other manner as the General Partner SAHI deems necessary to comply with federal Federal or state income tax laws. Distributions as called for by this Agreement shall be made to the holder of record of the Economic Interest or Partnership Membership Interest on the date of distribution. Notwithstanding anything contained in this Agreement to the contrary, both the Partnership Company and the General Partner SAHI shall be entitled to treat the assignor of any assigned Economic Interest or Partnership Membership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such assignor in reliance on the Partnership Company records as they exist until such time as the written assignment has been received by, and recorded on the books of of, the PartnershipCompany. For purposes of this Article VIII, the effective date of an assignment of any Economic Interest or Partnership Membership Interest shall be the last day of the month specified in the written instrument of assignment.

Appears in 1 contract

Samples: Operating Agreement (Medcath Inc)

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Allocations Between Transferor and Transferee. Upon the transfer of a PartnerMember's Economic Interest or Partnership Membership Interest, all items of income, gain, loss, deduction and credit attributable to the Economic Interest or Partnership Membership Interest so transferred shall be allocated between the transferor and the transferee in such manner as the transferor and transferee agree at the time of transfer; provided such allocation does not violate federal or state income tax law. If the General PartnerHHBF, in its sole discretion, deems such laws violated, then such allocation shall be made pro rata for the fiscal year based upon the number of days during the applicable fiscal year of the Partnership Company that the Economic Interest or Partnership Membership Interest so transferred was held by the transferor and transferee, without regard to the results of Partnership Company activities during the period in which each was the holder, or in such other manner as the General Partner HHBF deems necessary to comply with federal or state income tax laws. Distributions as called for by this Agreement shall be made to the holder of record of the Economic Interest or Partnership Membership Interest on the date of distribution. Notwithstanding anything contained in this Agreement to the contrary, both the Partnership Company and the General Partner HHBF shall be entitled to treat the assignor of any assigned Economic Interest or Partnership Membership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such assignor in reliance on the Partnership Company records as they exist until such time as the written assignment has been received by, and recorded on the books of the PartnershipCompany. For purposes of this Article VIII, the effective date of an assignment of any Economic Interest or Partnership Membership Interest shall be the last day of the month specified in the written instrument of assignment.

Appears in 1 contract

Samples: Operating Agreement (Medcath Corp)

Allocations Between Transferor and Transferee. Upon the transfer of a Partner's ’s Economic Interest or Partnership Interest, all items of income, gain, loss, deduction and credit attributable to the Economic Interest or Partnership Interest so transferred shall be allocated between the transferor and the transferee in such manner as the transferor and transferee agree at the time of transfer; provided such allocation does not violate federal or state income tax law. If the General Partner, in its sole discretion, deems such laws violated, then such allocation shall be made pro rata for the fiscal year based upon the number of days during the applicable fiscal year of the Partnership that the Economic Interest or Partnership Interest so transferred was held by the transferor and transferee, without regard to the results of Partnership activities during the period in which each was the holder, or in such other manner as the General Partner deems necessary to comply with federal or state income tax laws. Distributions as called for by this Agreement shall be made to the holder of record of the Economic Interest or Partnership Interest on the date of distribution. Notwithstanding anything contained in this Agreement to the contrary, both the Partnership and the General Partner shall be entitled to treat the assignor of any assigned Economic Interest or Partnership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such assignor in reliance on the Partnership records as they exist until such time as the written assignment has been received by, and recorded on the books of the Partnership. For purposes of this Article VIII, the effective date of an assignment of any Economic Interest or Partnership Interest shall be the last day of the month specified in the written instrument of assignment.

Appears in 1 contract

Samples: Limited Partnership Agreement (Medcath Corp)

Allocations Between Transferor and Transferee. Upon the transfer of a Partner's Economic Interest or Partnership Interest, all items of income, gain, loss, deduction and credit attributable to the Economic Interest or Partnership Interest so transferred shall be allocated between the transferor and the transferee in such manner as the transferor and transferee agree at the time of transfer; provided such allocation does not violate federal or state income tax law. If the General PartnerHM, in its sole discretion, deems such laws violated, then such allocation shall be made pro rata for the fiscal year based upon the number of days during the applicable fiscal year of the Partnership that the Economic Interest or Partnership Interest so transferred was held by the transferor and transferee, without regard to the results of Partnership activities during the period in which each was the holder, or in such other manner as the General Partner deems XX xxxxx necessary to comply with federal Federal or state income tax laws. Distributions as called for by this Agreement shall be made to the holder of record of the Economic Interest or Partnership Interest on the date of distribution. Notwithstanding anything contained in this Agreement to the contrary, both the Partnership and the General Partner HM shall be entitled to treat the assignor of any assigned Economic Interest or Partnership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such assignor in reliance on the Partnership records as they exist until such time as the written assignment has been received by, and recorded on the books of the Partnership. For purposes of this Article VIII, the effective date of an assignment of any Economic Interest or Partnership Interest shall be the last day of the month specified in the written instrument of assignment.

Appears in 1 contract

Samples: Agreement (Medcath Inc)

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