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

Distributions and Allocations With Respect to Transferred Units. If any Units are transferred (by Voluntary Transfer or Involuntary Transfer) during any Fiscal Year in compliance with the provisions of this Article VI, then (i) allocations of net income and net loss with respect to the Units for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such Fiscal Year in accordance with Code Section 706(d) using any conventions permitted by the Code and selected by the transferor and transferee in connection with the Transfer and approved by the Board; (ii) 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; and (iii) the transferee shall succeed to and assume the Capital Account and other similar items of the transferor to the extent related to the transferred Units. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which the Company receives notice of such Transfer and all of the conditions in Section 6.2 are satisfied. If the Company does not receive a notice stating the date the Units were transferred and such other information as the Company may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all of such items shall be allocated, and all distributions shall be made to the Person, who, according to the books and records of the Company on the last day of the Fiscal Year during which the Transfer occurs, was the owner of the Units. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 6.3, whether or not such Person had knowledge of any Transfer of ownership of any Units.

Distributions and Allocations With Respect to Transferred Units. If any Units are transferred (by Voluntary Transfer or Involuntary Transfer) during any Fiscal Year in compliance with the provisions of this Article VI, then (i) allocations of net income Profits, Losses and net loss with respect all other items attributable to the such Units for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such Fiscal Year in accordance with Code Section § 706(d) using any conventions permitted by the Code and applicable Treasury Regulations and selected by the transferor and transferee in connection with the Transfer transfer and approved by the Board; (ii) 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; and (iii) the transferee shall succeed to and assume the Capital Account and other similar items of the transferor to the extent related to the transferred Units. Solely for purposes of making such the allocations and distributions, the Company LLC shall recognize such Transfer not later than the end of the calendar month during which the Company LLC receives notice of such Transfer and all of the conditions in Section 6.2 are satisfied. If the Company LLC does not receive a notice stating the date the Units were transferred and such other information as the Company LLC may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all of such items shall be allocated, and all distributions shall be made to the Person, who, according to the books and records of the Company LLC on the last day of the Fiscal Year during which the Transfer occurs, was the owner of the such Units. Neither the Company LLC nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 6.36.5, whether or not such Person had knowledge of any Transfer transfer of ownership of any Units.

Distributions and Allocations With Respect to Transferred Units. If any Units are transferred (by Voluntary Transfer or Involuntary Transfer) during any Fiscal Year in compliance with the provisions of this Article VI, then (i) allocations of net income and net loss with respect to the Units for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such Fiscal Year in accordance with Code Section 706(d) using any conventions permitted by the Code and selected by the transferor and transferee in connection with the Transfer transfer and approved by the Board; (ii) all distributions on or before the date of such Transfer transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee; and (iii) the transferee shall succeed to and assume the Capital Account and other similar items of the transferor to the extent related to the transferred Units. Solely for purposes of making such the allocations and distributions, the Company shall recognize such Transfer transfer not later than the end of the calendar month during which the Company receives notice of such Transfer transfer and all of the conditions in Section 6.2 are satisfied. If the Company does not receive a notice stating the date the Units were transferred and such other information as the Company may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer transfer occurs, then all of such items shall be allocated, and all distributions shall be made to the Person, who, according to the books and records of the Company on the last day of the Fiscal Year during which the Transfer transfer occurs, was the owner of the Units. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 6.3Section, 6.4, whether or not such Person had knowledge of any Transfer transfer of ownership of any Units. Any Member proposing to transfer all or a portion of any interest in the Company (or the transferee of such interest) shall be required to pay the Company’s reasonable out-of-pocket costs incurred in connection with the proposed transfer, including any additional accounting, tax preparation or other administrative expenses incurred (or to be incurred) by the Company as a result of any tax basis adjustments under Code Section 743.

Distributions and Allocations With Respect to Transferred Units. If any Units are transferred (by Voluntary Transfer or Involuntary Transfer) during any Fiscal Year in compliance with the provisions of this Article VI, then (i) allocations of net income and net loss with respect to the Units for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such Fiscal Year in accordance with Code Section 706(d) using any conventions permitted by the Code and selected by the transferor and transferee in connection with the Transfer transfer and approved by the Board; (ii) all distributions on or before the date of such Transfer transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee; and (iii) the transferee shall succeed to and assume the Capital Account and other similar items of the transferor to the extent related to the transferred Units. Solely for purposes of making such the allocations and distributions, the Company shall recognize such Transfer transfer not later than the end of the calendar month during which the Company receives notice of such Transfer transfer and all of the conditions in Section 6.2 are satisfied. If the Company does not receive a notice stating the date the Units were transferred and such other information as the Company may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer transfer occurs, then all of such items shall be allocated, and all distributions shall be made to the Person, who, according to the books and records of the Company on the last day of the Fiscal Year during which the Transfer transfer occurs, was the owner of the Units. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 6.36.4, whether or not such Person had knowledge of any Transfer transfer of ownership of any Units. Any Member proposing to transfer all or a portion of any interest in the Company (or the transferee of such interest) shall be required to pay the Company’s reasonable out-of-pocket costs incurred in connection with the proposed transfer, including any additional accounting, tax preparation or other administrative expenses incurred (or to be incurred) by the Company as a result of any tax basis adjustments under Code Section 743.

Distributions and Allocations With Respect to Transferred Units. If any Units are Unit is transferred (by Voluntary Transfer or Involuntary Transfer) during any Fiscal Year accounting period in compliance with the provisions of this Article VI8, then (i) allocations of net income Profits, Losses, each item thereof, and net loss with respect all other items attributable to the Units transferred Unit for such period shall be divided and allocated between the transferor and the transferee transferee, by taking into account their varying interests during such Fiscal Year the period in accordance with Code Section 706(d) ), using any conventions permitted by the Code law and selected by the transferor and transferee Members; provided that, in connection with the Transfer and approved event of the transfer by a Member of all of such Member’s Units, the Board; (ii) all “closing of the books” convention shall be employed. 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; and (iii) the transferee shall succeed to and assume the Capital Account and other similar items of the transferor to the extent related to the transferred Units. Solely for purposes of making such allocations and distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which the Company receives it is given notice of such Transfer and all of the conditions in Section 6.2 are satisfied. If Transfer; provided that if the Company does not receive a notice stating the date the Units were such Unit was transferred and such other information as the Company may reasonably require within thirty (30) 30 days after the end of the Fiscal Year accounting period during which the Transfer occurs, then all of such items shall be allocated, and all distributions shall be made made, to the Person, Member who, according to the books and records of the Company Company, on the last day of the Fiscal Year accounting period during which the Transfer transfer occurs, was the owner of the UnitsUnit. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 6.38.5, whether or not such Person had the Company has knowledge of any Transfer of ownership of any UnitsUnit.

Distributions and Allocations With Respect to Transferred Units. If any Units are transferred (by Voluntary Transfer or Involuntary Transfer) during any Fiscal Year in compliance with the provisions of this Article VI, then (ia) allocations of net income Profits, Losses and net loss with respect all other items attributable to the such Units for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such Fiscal Year in accordance with Code Section § 706(d) using any conventions permitted by the Code and selected by the transferor and transferee in connection with the Transfer transfer and approved Approved by the BoardMembers; (iib) 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; and (iiic) the transferee shall succeed to and assume the Capital Account and other similar items of the transferor to the extent related to the transferred Units. Solely for purposes of making such the allocations and distributions, the Company LLC shall recognize such Transfer not later than the end of the calendar month during which the Company LLC receives notice of such Transfer and all of the conditions in Section 6.2 are satisfied. If the Company LLC does not receive a notice stating the date the Units were transferred and such other information as the Company LLC may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all of such items shall be allocated, and all distributions shall be made to the Person, who, according to the books and records of the Company LLC on the last day of the Fiscal Year during which the Transfer occurs, was the owner of the such Units. Neither the Company LLC nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 6.36.6, whether or not such Person had knowledge of any Transfer transfer of ownership of any Units.

Distributions and Allocations With Respect to Transferred Units. If any Units are sold, assigned, or transferred (by Voluntary Transfer or Involuntary Transfer) during any Fiscal Year in compliance with the provisions of this Article VIVII, then (i) allocations of net income Profits, Losses, and net loss with respect all other items attributable to the such Units for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such Fiscal Year in accordance with Code Section § 706(d) ), using any conventions permitted by the Code and selected by the transferor and transferee in connection with the Transfer and approved by the Board; (ii) all distributions on or before the date of such Transfer transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee; and (iii) the transferee shall succeed to and assume the Capital Account and other similar items of the transferor to the extent related to the transferred Units. Solely for purposes of making such the allocations and distributions, the Company LLC shall recognize such Transfer transfer not later than the end of the calendar month during which the Company LLC receives notice of such Transfer and all of the conditions in Section 6.2 are satisfiedtransfer. If the Company LLC does not receive a notice stating the date the Units were transferred and such other information as the Company LLC may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer transfer occurs, then all of such items shall be allocated, and all distributions shall be made to the Person, who, according to the books and records of the Company LLC on the last day of the Fiscal Year during which the Transfer transfer occurs, was the owner of the Units. Neither the Company LLC nor any Member Director shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 6.37.4, whether or not such Person had knowledge of any Transfer transfer of ownership of any Units.. EXECUTION COPY

Distributions and Allocations With Respect to Transferred Units. If any Units are transferred (by Voluntary Transfer or Involuntary Transfer) during any Fiscal Year in compliance with the provisions of this Article VIVII, then (i) allocations of net income Profits, Losses and net loss with respect all other items attributable to the such Units for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such Fiscal Year in accordance with Code Section 706(d) using any conventions permitted a manner reasonably agreed to by the Code transferor, the transferee and selected by the transferor and transferee in connection with the Transfer and approved by the Board; (ii) 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; and (iii) the transferee shall succeed to and assume the Capital Account and other similar items of the transferor to the extent related to the transferred Units. Solely for purposes of making such the allocations and distributions, the Company LLC shall recognize such Transfer not later than the end of the calendar month fiscal quarter during which the Company LLC receives notice of such Transfer and all of the conditions in Section 6.2 7.1 are satisfied. If the Company LLC does not receive a notice stating the date the Units were transferred and such other information as the Company LLC may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all of such items shall be allocated, and all distributions shall be made to the Person, who, according to the books and records of the Company LLC on the last day of the Fiscal Year during which the Transfer occurs, was the owner of the such Units. Neither the Company LLC nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 6.37.3, whether or not such Person had knowledge of any Transfer transfer of ownership of any Units.

Distributions and Allocations With Respect to Transferred Units. If any Units are transferred (by Voluntary Transfer or Involuntary Transfer) during any Fiscal Year in compliance with the provisions of this Article VI, then (i) allocations of net income and net loss with respect to the Units for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such Fiscal Year in accordance with Code Section 706(d) using any conventions permitted by the Code and selected by the transferor and transferee in connection with the Transfer transfer and approved by the Board; (ii) all distributions on or before the date of such Transfer transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee; and (iii) the transferee shall succeed to and assume the Capital Account and other similar items of the transferor to the extent related to the transferred Units. Solely for purposes of making such the allocations and distributions, the Company shall recognize such Transfer transfer not later than the end of the calendar month during which the Company receives notice of such Transfer transfer and all of the conditions in Section 6.2 VI.2 are satisfied. If the Company does not receive a notice stating the date the Units were transferred and such other information as the Company may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer transfer occurs, then all of such items shall be allocated, and all distributions shall be made to the Person, who, according to the books and records of the Company on the last day of the Fiscal Year during which the Transfer transfer occurs, was the owner of the Units. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 6.3Section, 6.4, whether or not such Person had knowledge of any Transfer transfer of ownership of any Units.. Any Member proposing to transfer all or a portion of any interest in the Company (or the transferee of such interest) shall be required to pay the Company’s reasonable out-of-pocket costs incurred in connection with the proposed transfer, including any additional accounting, tax preparation or other administrative expenses incurred (or to be incurred) by the Company as a result of any tax basis adjustments under Code Section 743. CESSATION OF MEMBERSHIP When Membership Ceases . A Person who is a Member shall cease to be a Member upon the Voluntary Transfer or Involuntary Transfer of such Member’s Units as permitted under this Agreement. A Member is not entitled to withdraw voluntarily from the Company while such Member owns Units. Deceased, Incompetent or Dissolved Members . The personal representative, executor, administrator, guardian, conservator or other legal representative of a deceased individual Member or of an individual Member who has been adjudicated incompetent may exercise the rights of the Member for the purpose of administration of such deceased Member’s estate or such incompetent Member’s property. The beneficiaries of a deceased Member’s estate shall become Members of the deceased Member only upon compliance with the conditions of this Agreement. If a Member who is a Person other than an individual is dissolved, the legal representative or successor of such Person may exercise the rights of the Member pending liquidation. The distributees of such Person may become members of the dissolved Member only upon compliance with the conditions of this Agreement. Consequences of Cessation of Membership . In the event a Person ceases to be a Member as provided in Section VII.1 above, the Person (or the Person’s successor in interest) shall continue to be liable for all obligations of the former Member to the Company and, with respect to any Units owned by such Person, shall be an assignee with only the rights and subject to the restrictions, conditions and limitations described above. DISSOLUTION, WINDING UP AND LIQUIDATING DISTRIBUTIONS Dissolution Triggers . The Company shall dissolve upon the first occurrence of the following events: The determination by the Board and the Requisite Members that the Company should be dissolved; or The entry of a decree of judicial dissolution or the administrative dissolution of the Company as provided in the Act. Winding Up; Termination . Upon a dissolution of the Company, the Board, or, if there are no members of the Board, a court appointed liquidating trustee, shall take full account of the Company’s assets and liabilities and wind up the affairs of the Company. The Persons charged with winding up the Company shall settle and close the Company’s business, and dispose of and convey the Company’s non-cash assets as promptly as reasonably possible following dissolution as is consistent with obtaining the fair market value for the Company’s assets. BOOKS AND RECORDS

Distributions and Allocations With Respect to Transferred Units. If any Units are Interest is transferred (by Voluntary Transfer or Involuntary Transfer) during any Fiscal Year in compliance with the provisions of this Article VI, then (i) allocations of net income Profits, Losses, and net loss with respect all other items attributable to the Units Interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such Fiscal Year in accordance with Code Section 706(d) using any conventions permitted by the Code and selected by the transferor and transferee in connection with the Transfer transfer and approved by the Board; (ii) all distributions on or before the date of such Transfer transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee; and (iii) the transferee shall succeed to and assume the Capital Account and other similar items of the transferor to the extent related to the transferred UnitsInterest. Solely for purposes of making such the allocations and distributions, the Company LLC shall recognize such Transfer transfer not later than the end of the calendar month during which the Company LLC receives notice of such Transfer transfer and all of the conditions in Section 6.2 are satisfied. If the Company LLC does not receive a notice stating the date the Units were Interest was transferred and such other information as the Company LLC may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer transfer occurs, then all of such items shall be allocated, and all distributions shall be made to the Person, who, according to the books and records of the Company LLC on the last day of the Fiscal Year during which the Transfer transfer occurs, was the owner of the UnitsInterest. Neither the Company LLC nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 6.3(d), whether or not such Person had knowledge of any Transfer transfer of ownership of any UnitsInterest.