Common use of Election; Allocations Between Transferor and Transferee Clause in Contracts

Election; Allocations Between Transferor and Transferee. Upon the Transfer of the Interest of any Member or the distribution of any property of the Company to a Member, the Company may file, in the sole and absolute discretion of the Manager, an election in accordance with applicable Income Tax Regulations, to cause the basis of the Company property to be adjusted for federal income tax purposes as provided by Sections 734 and 743 of the Code. Upon the Transfer of the Interest of a Member as herein provided, the Profits and Losses attributable to the Interest so transferred shall be allocated between the transferor and Permitted Transferee as of the date set forth on the written assignment. In the reasonable discretion of the Manager, such allocation may be based upon either (a) the result of Company activities during the periods in which each was the holder of the Interest transferred; or (b) each Member’s pro rata share of the total Profits and Losses of the Company for the fiscal year in which the Transfer occurred based upon the number of days during the applicable fiscal year of the Company that the Interest so transferred was held by each of them. Distributions shall be made to the holder of record of the Interest on the date of distribution.

Election; Allocations Between Transferor and Transferee. Upon the Transfer of the Interest of any Member or the distribution of any property of the Company to a Member, the Company may file, in the sole and absolute discretion of the ManagerManagement Committee, an election in accordance with applicable Income Tax Regulations, to cause the basis of the Company property to be adjusted for federal income tax purposes as provided by Sections 734 and 743 of the Code. Upon the Transfer of the Interest of a Member as herein provided, the Profits and Losses attributable to the Interest so transferred shall be allocated between the transferor and Permitted Transferee as of the date set forth on the written assignment. In the reasonable discretion of the Manager, such allocation may be based upon either (a) the result of Company activities during the periods in which each was the holder of the Interest transferred; or (b) each Member’s pro rata share of the total Profits and Losses of the Company for the fiscal year in which the Transfer occurred based upon the number of days during the applicable fiscal year of the Company that the Interest so transferred was held by each of them. Distributions shall be made to the holder of record of the Interest on the date of distribution.