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 Section 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 adopted from time to time by the 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 distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it 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 and such other information as the Board may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all distributions may be made to the Person who, according to the books and records of the Company, was the Member of the Units on the last day of such Fiscal Year. Neither the Company nor any Unit Holder shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.8, whether or not the Unit Holders 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. SECTION 11 [INTENTIONALLY OMITTED]

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Section 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 adopted from time to time by the 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 distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, provided that, if the Company is given notice of a Transfer at least ten (10) business days 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 and such other information as the Board may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all distributions may be made to the Person who, according to the books and records of the Company, was the Member of the Units on the last day of such Fiscal Year. Neither the Company nor any Unit Holder shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.810.9, whether or not the Unit Holders 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. SECTION 11 [INTENTIONALLY OMITTED].

Distributions and Allocations in Respect of Transferred Units. If the ownership of any Units are Transferred is transferred during any Fiscal Allocation Year in compliance with the provisions of this Section 10Article X, Profits, Losses, each item thereof, thereof and all other items attributable to the Transferred transferred Units for such Fiscal Allocation Year shall be divided and allocated between the transferor and the transferee thereof by taking into account their varying interests Percentage Interests during the Fiscal such Allocation Year in accordance with Code Section 706(d)) of the Code, using any conventions permitted by law Applicable Law and adopted from time to time selected by the BoardManagement Committee. All distributions on or before the date of such Transfer transfer shall be made to the such transferor, and all distributions thereafter shall be made to the such transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer transfer not later than the end of the calendar month during which it is given notice of such Transfertransfer, provided PROVIDED that, if the Company is given notice of a Transfer transfer of ownership of Units at least ten (10) business days Business Days prior to the Transfersuch transfer, the Company shall recognize such Transfer transfer as of the date of such Transfertransfer, and provided further PROVIDED FURTHER that if the Company does not receive a notice stating the date such Units were transferred and such other information as the Board may reasonably require within thirty (30) calendar days after the end of the Fiscal Allocation Year during which the Transfer such transfer occurs, then all such items shall be allocated, and all distributions may shall be made made, to the Person who, according to the books and records of the Company, was the Member owner of the Units on the last day of such Fiscal Allocation Year. Neither the Company nor any Unit Holder Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.810.9, whether or not the Unit Holders Company or the Company any Member or Manager has knowledge of any Transfer transfer of ownership 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( ****ARTIIX. : DISSOLUTION AND WINDING UPARTICLE XI DISSOLUTION AND WINDING UP ARTICLE ARTICLE SECTION 11 [INTENTIONALLY OMITTED]11.1.

Distributions and Allocations in Respect of Transferred Units. If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Section 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 adopted from time to time by the 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 distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, provided that, if the Company is given notice of a Transfer at least ten (10) business days 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 and such other information as the Board may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all distributions may be made to the Person who, according to the books and records of the Company, was the Member of the Units on the last day of such Fiscal Year. Neither the Company nor any Unit Holder shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.8, whether or not the Unit Holders 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. SECTION 11 [INTENTIONALLY OMITTED].

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 Section 10, Profits, LossesArticle X, each item thereofof Profits and Losses, and all other items attributable to the Transferred Units for such Fiscal that Allocation Year shall will 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 adopted from time to time selected by the BoardManagement Committee. All distributions on or before the date of such that Transfer shall will be made to the transferor, and all distributions thereafter shall will be made to the transferee. Solely for purposes of making such those allocations and distributions, the Company shall will recognize such that Transfer not no later than the end of the calendar month during which it is given notice of such that Transfer, provided that. However, if the Company is given notice of a Transfer at least ten (10) business days prior to 10 Business Days before the Transfer, the Company shall will recognize such that Transfer as of the date of such that Transfer, and provided further that if the Company does not receive a notice stating the date such those Units were transferred transferred, and such any other information as the Board Management Committee may reasonably require require, within thirty (30) 30 calendar days after the end of the Fiscal Allocation Year during which the Transfer occurs, then all those items will be allocated, and all distributions may will be made made, to the Person who, according to the Company’s books and records of the Companyrecords, was the Member owner of the Units on the last day of such Fiscal that Allocation Year. Neither the Company nor any Unit Holder shall Member will incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.810.5, whether or not the Unit Holders any Manager 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. SECTION 11 [INTENTIONALLY OMITTED].

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 Section 10, 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 adopted from time to time selected by the BoardBoard of Directors. 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 Joint Sales Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, provided that, if the Joint Sales Company is given notice of a Transfer at least ten (10) business days Business Days prior to the Transfer, the Joint Sales Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Joint Sales Company does not receive a notice stating the date such Units were transferred and such other information as the Board of Directors may reasonably require within 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 may shall be made to the Person who, according to the books and records of the Joint Sales Company, was the Member owner of the Units on the last day of such Fiscal Allocation Year. Neither the Joint Sales Company nor any Unit Holder Director shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.810.10, whether or not the Unit Holders any Director or the Joint Sales Company has knowledge of any Transfer of ownership 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. SECTION 11 [INTENTIONALLY OMITTED]* CONFIDENTIAL TREATMENT REQUESTED 44

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 Section 10, 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 adopted from time to time selected by the BoardBoard of Directors. 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 Joint Sales Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, provided that, if the Joint Sales Company is given notice of a Transfer at least ten (10) business days Business Days prior to the Transfer, the Joint Sales Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Joint Sales Company does not receive a notice stating the date such Units were * CONFIDENTIAL TREATMENT REQUESTED 44 transferred and such other information as the Board of Directors may reasonably require within 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 may shall be made to the Person who, according to the books and records of the Joint Sales Company, was the Member owner of the Units on the last day of such Fiscal Allocation Year. Neither the Joint Sales Company nor any Unit Holder Director shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.810.10, whether or not the Unit Holders any Director or the Joint Sales Company has knowledge of any Transfer of ownership 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. SECTION 11 [INTENTIONALLY OMITTED].