Common use of Effects of the Transaction Clause in Contracts

Effects of the Transaction. The purchase and sale of the Purchased Membership Interests shall be effective as of April 30, 2006 (the “Effective Date”), and Val-E will recognize the transfer of the Purchased Membership Interests as of the Effective Date. From and after the Effective Date, the portion of profits or losses of Val-E and the portions of all other items of income, gain, loss, deduction or credit allocable to the Purchased Membership Interests on or after such Effective Date shall be credited or charged, as the case may be, to Buyer and not to Sellers. From and after the Effective Date, Sellers shall not be entitled to any distributions or payments in respect of the Purchased Membership Interests, and Buyer shall be entitled to all distributions or payments in respect of the Purchased Membership Interests made on or after the Effective Date, regardless of the source of those distributions or payments or when the same were earned or received by Val-E. All profits, losses, each item thereof, and other items of income, gain, loss, deduction or credit allocable to the Purchased Membership Interests and attributable to any period before the Effective Date shall be allocated to Sellers, and shall be computed by Val-E on the basis of an interim closing of the books as of the Effective Date in accordance with the Operating Agreement and applicable law and in a manner consistent with its past accounting and allocation practices. From and after the Closing Date, Sellers will no longer be parties to the Operating Agreement, will no longer be members of Val-E, will have no right to vote on or participate in the management of Val-E and will have no right to any information concerning the business and affairs of Val-E.