Partial Year Allocations Clause Samples

Partial Year Allocations. Partial year allocations shall be made on a “book closing” or “daily proration” or “weighted average” or other appropriate basis as determined by the Tax Matters Member, after consultation with the other Member, when required by a short Fiscal Year of the Company, the entry or withdrawal of a Member, the transfer of any Shares by or to a Member or for any other reason determined by the Tax Matters Member.

Partial Year Allocations. Notwithstanding any other provision of this Agreement, in the event of a Transfer of a Membership Interest or the admission of any Member after the date hereof, allocations of Profits and Losses shall be made for the calendar year in which the Transfer or admission occurs based on the number of days in the calendar year during which the transferor and transferee, or of the prior Member and admitted Member owned such Membership Interest, or, on any other reasonable basis consistent with applicable Treasury Regulations, as determined by the Manager.

Partial Year Allocations. For purposes of determining the Net Profits, Net Losses and the items of income, gain, loss and deduction allocable to each Member: (a) With respect to the Fiscal Year in which the Roll-Up Transaction occurs, allocations for the portions of such Fiscal Year occurring before and after the Roll-Up Transaction shall be determined on the basis of an interim closing of the Company's books. (b) If the Percentage Interest of any Member is adjusted pursuant to Section 4.04 hereof during any Fiscal Year, then allocations for the portions of such Fiscal Year occurring before and after such adjustment shall be determined on the basis of an interim closing of the Company's books. (c) Any other partial year Tax allocations shall be made on the basis of an interim closing of the Company's books or a daily proration, as determined by the Tax Matters Partner, when required by a short Fiscal Year of the Company, the entry or withdrawal of a Member, the Transfer of any Interests by or to a Member or for any other reason determined by the Tax Matters Partner.

Partial Year Allocations. In the event additional Members are ------------------------ admitted to the Company on different dates during any fiscal year, the Profits (or Losses) allocated to the Members for each such fiscal year shall be allocated among the Members in accordance with the Percentage Interest each holds from time to time during such fiscal years in accor dance with Code Section 706, using any convention permitted by law and selected by the Manager.

Partial Year Allocations. If any Interest is transferred, or if the number of Units outstanding is increased or decreased by reason of the admission of an Additional Member or otherwise, during any fiscal year of the Company, the Profits, Losses, and other items of income, gain, loss, deduction and credit of the Company for such fiscal year shall be (i) assigned pro rata to each day of such fiscal year during which such item is accrued or otherwise incurred, and the amount of each item so assigned to any such day shall be allocated to Interest Holders based upon their respective Percentages at the close of each such day, or (ii) allocated among the Interest Holders in accordance with Section 706 of the Internal Revenue Code and the Regulations promulgated thereunder, using any conventions permitted by law.