This page was read by OCR. Text can misread numbers, dates or table columns. Check the PDF before quoting or interpreting it. Redacted areas remain redacted.
Contributions, such Member's distributive share of profits, and the amount of any
Company liabilities that are assumed by such Member.
(b) To each Member's Capital Account there shail be debited the amount
of cash and the fair market value of any Property distributed to such Member pursuant to
any provision of this Operating Agreement, such Member's distributive share of losses,
and the amount of any liabilities of such Member that are assumed by the Company or
that are secured by any property contributed by such Member to the Company.
(c) In the event any interest in the Company is transferred in accordance
with the terms of this Operating Agreement, the transferee shall succeed to the Capital
Account of the transferor in proportion to the percentage of the transferor’s interest
transferred.
(a) The Capital Account shall also include a pro rata share of the fair
market value of any property contributed by a person who is not a Member, such value
to be the same value reported for federal gift tax purposes if a gift tax return is filed, and
if not, the value in the case of real property shall be determined by an independent MAI.
appraiser actively engaged in appraisal work in the area where such property is located
and selected by the Members, and otherwise by the certified public accountant or
accountants then serving the Company.
(e) If any Member makes a non-pro rata Capital Contribution to the
Company or the Company makes a non-pro rata distribution to any Member, the Capital
Account of each Member shall be adjusted to reflect the then fair market value of the
assets held by the Company immediately before the Capital Contribution or distribution,
which resulted in the non-pro rata status of the Member's Capital Contribution or
distribution.
6.05 Loans to the Company. If the Company has insufficient funds to meet its
obligations as they come due and to carry out its routine, day-to-day affairs, then, in lieu
of obtaining required funds from third parties or selling its assets to provide required funds,
the Company may, but shall not be required to, borrow necessary funds from one or more
of the Members; provided that the terms of such borrowing shall be commercially
reasonable and the Company shall not pledge its assets to secure such borrowing.
6.06 Effect of Sale or Exchange. In the event of a permitted sale or other transfer
of a Membership Interest in the Company, the Capital Account of the transferor shall
become the Capital Account of the transferee in proportion to the percentage of the
transferor’s interest transferred.
6.07 Distributions. All distributions of cash or other property (except upon the
Company's dissolution, which shall be governed by the applicable provisions of the Act
and Article IX hereof) shall be made to the Members in proportion to their respective
Membership Interests. All distributions of cash or property shall be made at such time and
in such amounts as determined by the Members. All amounts withheld pursuant to theJump to an indexed page (65 of 65)