Common use of Distributions and Allocations in Respect of Transferred Units Clause in Contracts

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Governors. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Governors may reasonably require within Thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.10, whether or not the Governors or the Company has knowledge of any Transfer of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the GovernorsDirectors. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Governors Directors may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.10, whether or not the Governors Directors or the Company has knowledge of any Transfer of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IXSection 10, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected adopted from time to time by the GovernorsBoard. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day end of the calendar month following the month in during which all documents to effectuate the Transfer have been executed and delivered to the Companyit is given notice of such Transfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Units were Transferred transferred and such other information as the Governors Board may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall distributions may be allocated, and all distributions shall be made, made to the person or entity Person who, according to the books and records of the Company, was the owner Member of the Units on the last day of such Fiscal Year. Neither the Company nor any Member Unit Holder shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.1010.8, whether or not the Governors Unitholders or the Company has knowledge of any Transfer of any Units. The Members acknowledge that the method and convention designated by the Board constitutes an agreement among the partners within the meaning of Regulations Section 1.706-1.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX11, Profits, Profits and Losses, each item thereof, thereof and all other items attributable to the Transferred Units for such Fiscal Year shall will be divided and allocated between the transferor and the transferee Transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions convention permitted by law and selected by the GovernorsManaging Member. All distributions on or before the date of such Transfer shall will be made to the transferor, transferor and all distributions thereafter shall will be made to the transfereeTransferee. Any Transfer of a Member’s Unit to a transferor shall be deemed a transfer of such Member’s Interest and Profit Interest represented by such Unit in relation to the total number of Units owned by such Member immediately prior to such Transfer. Solely for purposes of making such allocations and distributions, the Company shall will recognize such Transfer to be effective not later than the first day end of the calendar month following during which the month in which all documents to effectuate Company is given notice of the Transfer have been executed and delivered to the CompanyTransfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company will recognize the Transfer as of the date of the Transfer, and provided further that if the Company does not receive a notice stating the date such Units were Transferred transferred and such other information as the Governors Managing Member may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall will be allocated, and all distributions shall will be made, to the person or entity Person who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any the Managing Member shall will incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.1011.5, whether or not the Governors Managing Member or the Company has have knowledge of any Transfer of ownership of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Policy and Article IX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the GovernorsDirectors. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that the Company has received such documents at least 10 days prior to the first day of the month, otherwise such items shall be allocated and distributed to the transferor, provided further that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Governors Directors may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.10Section, whether or not the Governors Directors or the Company has knowledge of any Transfer of any Units. Unless and until a transferee is a permitted transferee and such transferee is admitted as a Substitute Member under Section 9.10 of the Operating Agreement, the proposed transferee shall have no interest in the Company and shall not be treated as a Member for purpose of any distribution, the allocation of Profits or Losses, the voting of Units or for any other purpose.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the GovernorsDirectors. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Governors Directors may reasonably require within Thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.10, whether or not the Governors Directors or the Company has knowledge of any Transfer of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX11, Profits, Losses, each item thereof, thereof and all other items attributable to the Transferred Units for such Fiscal Year shall will be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions convention permitted by law and selected by the GovernorsManaging Member. All distributions on or before the date of such Transfer shall will be made to the transferor, transferor and all distributions thereafter shall will be made to the transferee. Any Transfer of a Member’s Unit to a Transferor shall be deemed a transfer of such Member’s Interest and Profit Interest represented by such Unit in relation to the total number of Units owned by such Member immediately prior to such Transfer. Solely for purposes of making such allocations and distributions, the Company shall will recognize such Transfer to be effective not later than the first day end of the calendar month following during which the month in which all documents to effectuate Company is given notice of the Transfer have been executed and delivered to the CompanyTransfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company will recognize the Transfer as of the date of the Transfer, and provided further that if the Company does not receive a notice stating the date such Units were Transferred transferred and such other information as the Governors Managing Member may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall will be allocated, and all distributions shall will be made, to the person or entity Person who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any the Managing Member shall will incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.1011.5, whether or not the Governors Managing Member or the Company has have knowledge of any Transfer of ownership of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Governors. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Governors may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.10, whether or not the Governors or the Company has knowledge of any Transfer of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the GovernorsManagers. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Governors Managers may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.109.11, whether or not the Governors Managers or the Company has knowledge of any Transfer of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Allocation Year in compliance with the provisions of this Article IX12, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests Percentage Interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the GovernorsManagement Board. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day end of the calendar month following the month in during which all documents to effectuate the Transfer have been executed and delivered to the Companyit is given notice of such Transfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Units were Transferred transferred and such other information as the Governors Management Board may reasonably require within Thirty thirty (30) days after the end of the Fiscal Allocation Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity Person who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Allocation Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.1012.9, whether or not the Governors any Manager or the Company has knowledge of any Transfer of ownership of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IXSection 10, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected adopted from time to time by the GovernorsBoard. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day end of the calendar month following the month in during which all documents to effectuate the Transfer have been executed and delivered to the Companyit is given notice of such Transfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Units were Transferred transferred and such other information as the Governors Board may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall distributions may be allocated, and all distributions shall be made, made to the person or entity Person who, according to the books and records of the Company, was the owner Member of the Units on the last day of such Fiscal Year. Neither the Company nor any Member Unit Holder shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.1010.10, whether or not the Governors Unitholders or the Company has knowledge of any Transfer of any Units.. The Members acknowledge that the method and convention designated by the Board constitutes an agreement among the partners within the meaning of Regulations Section 1.706-1. BIG RIVER RESOURCES GXXXXXXX, LLC OPERATING AGREEMENT

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX9, Profits, Losses, each item thereof, thereof and all other items attributable to the Transferred Units for such Fiscal Year shall will be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions convention permitted by law and selected by the GovernorsUnanimous Consent. All distributions on or before the date of such Transfer shall will be made to the transferor, transferor and all distributions thereafter shall will be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall will recognize such Transfer to be effective not later than the first day end of the calendar month following during which the month in which all documents to effectuate Company is given notice of the Transfer have been executed and delivered to the CompanyTransfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company will recognize the Transfer as of the date of the Transfer, and provided further that if the Company does not receive a notice stating the date such Units were Transferred transferred and such other information as the Governors Managers may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall will be allocated, and all distributions shall will be made, to the person or entity Person who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall the Managers will incur any liability for making allocations and distributions in accordance 37 with the provisions of this Section 9.109.6, whether or not the Governors Managers or the Company has have knowledge of any Transfer of ownership of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the GovernorsDirectors. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Governors Directors may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in 30 accordance with the provisions of this Section 9.10, whether or not the Governors Directors or the Company has knowledge of any Transfer of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IXSection 10, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the GovernorsDirectors. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day end of the calendar month following the month in during which all documents to effectuate the Transfer have been executed and delivered to the Companyit is given notice of such Transfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Units were Transferred transferred and such other information as the Governors Directors may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity Person who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance BADGER STATE ETHANOL, LLC OPERATING AGREEMENT with the provisions of this Section 9.1010.9, whether or not the Governors Directors or the Company has knowledge of any Transfer of ownership of any Units.

Distributions and Allocations in Respect of Transferred Units. ‌ If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IXSection 10, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the GovernorsDirectors. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day end of the calendar month following the month in during which all documents to effectuate the Transfer have been executed and delivered to the Companyit is given notice of such Transfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Units were Transferred transferred and such other information as the Governors Directors may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity Person who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.1010.9, whether or not the Governors Directors or the Company has knowledge of any Transfer of ownership of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year such that the Transferee becomes entitled to allocations and distributions with respect to such Units in compliance with the provisions of this Article IXXI, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall will be divided and allocated between the transferor Transferor and the transferee Transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected adopted from time to time by the GovernorsManager. All distributions on or before the date of such Transfer shall will be made to the transferorTransferor, and all distributions thereafter shall will be made to the transfereeTransferee. Solely for purposes of making such allocations and distributions, the Company shall will recognize such Transfer as of a date determined by the Company under the circumstances, taking into account the information available to be effective not later than the first day Company and the compliance of the month following Transferor and Transferee with the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, terms of this Article XI; provided that, if the Company does not receive a notice stating the date such Units were Transferred transferred and such other information as the Governors Company may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall distributions may be allocated, and all distributions shall be made, made to the person or entity Person who, according to the books and records of the Company, was the owner of Member with respect to the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall Unitholder will incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.1011.7, whether or not the Governors Unitholders or the Company has knowledge of any Transfer of any Units. The Members acknowledge that the method and convention designated by the Board constitutes an agreement among the partners within the meaning of Regulations Section 1.706-1.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the GovernorsDirectors. All distributions on or before the date of such Transfer shall be made to the transferor, transferor and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Governors Directors may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.109.0, whether or not the Governors Directors or the Company has knowledge of any Transfer of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX9, Profits, Losses, each item thereof, thereof and all other items attributable to the Transferred Units for such Fiscal Year shall will be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions convention permitted by law and selected by the GovernorsManagement Committee. All distributions on or before the date of such Transfer shall will be made to the transferor, transferor and all distributions thereafter shall will be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall will recognize such Transfer to be effective not later than the first day end of the calendar month following during which the month in which all documents to effectuate Company is given notice of the Transfer have been executed and delivered to the CompanyTransfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company will recognize the Transfer as of the date of the Transfer, and provided further that if the Company does not receive a notice stating the date such Units were Transferred transferred and such other information as the Governors Managers may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall will be allocated, and all distributions shall will be made, to the person or entity Person who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall the Managers will incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.109.5, whether or not the Governors Managers or the Company has have knowledge of any Transfer of ownership of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Allocation Year in compliance with the provisions of this Article IX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Allocation Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Allocation Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the GovernorsBoard of Managers. 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. Solely for purposes of making such allocations and distributions; provided, the Company shall recognize such Transfer to be effective not Plan is provided advance notice but in any event no later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Governors may reasonably require within Thirty thirty (30) days after the end of the Fiscal Year during which applicable Allocation Year. If the Transfer occurs, Plan does not receive such notice then all such items shall be allocated, and all distributions shall be made, to the person or entity Person who, according to the books and records of the CompanyPlan, was the owner of the Units on the last day of such Fiscal Allocation Year. Neither the Company Plan nor any Member Manager shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.109.8, whether or not the Governors any Manager or the Company Plan has knowledge of any Transfer of ownership of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article IX, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the GovernorsManagers. 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. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective not later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Governors Managers may reasonably require within Thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.10, whether or not the Governors Managers or the Company has knowledge of any Transfer of any Units.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred Unit is transferred, or any Person is otherwise admitted as a Member, during any Fiscal Year in compliance with the provisions of this Article IXor period, Net Profits, Losses, each item thereof, Net Losses and all other items attributable to the Transferred Units such Unit for such Fiscal Year or period shall be divided and allocated between among the transferor and the transferee Members by taking into account their varying interests during the such Fiscal Year or period in accordance with Code Section 706(d), using any conventions permitted by law and selected . Unless otherwise required by the GovernorsRegulations, such sale, assignment, transfer or admission shall be deemed to have occurred at the end of the calendar month during which such event shall have actually occurred, and such allocations shall be determined and made pursuant to a pro forma closing of the books of the Company as of the end of such month. All With respect to a transferred Unit (or any interest therein), (a) all distributions on or before the deemed date of such Transfer transfer shall be made to the transferor, transferor and all distributions thereafter shall be made to the transferee. Solely transferee and (b) solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer to be effective transfer not later than the first day of the month following the month in which all documents to effectuate the Transfer have been executed and delivered to the Company, provided that, if the Company does not receive a notice stating the date such Units were Transferred and such other information as the Governors may reasonably require within Thirty (30) days after the end of the Fiscal Year calendar month during which the Transfer occurs, then all such items shall be allocated, and all distributions shall be made, to the person or entity who, according to the books and records of the Company, was the owner of the Units on the last day it is given notice of such Fiscal Yeartransfer. Neither the Company nor any Member the Members shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 9.10, whether or not the Governors or the Company has knowledge of any Transfer of any Units8.11.