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Subject: Operating agreement LLC (Contribitions and Distribitions) gen. ARTICLE 1:DISTRIBUTIONS1.1 Distributions of Cash Flow. (a) Generally. Subject to Sections 4.2 and 4.3, Cash Flow shall be distributed to all the Members in the following order of priority: (i) First to the Members holding Participating Units who have made Capital Contributions, in proportion to the amount of such Capital Contributions (determined in accordance with the amount of cash contributed or fair market value of property at the time of the contribution), until each Member has received distributions pursuant to this Section 4.1(a)(i) equal to the amount of such Member’s Capital Contributions (determined in accordance with the amount of cash contributed or agreed fair market value of property at the time of the contribution); and (ii) Thereafter to the Members in proportion to their Participating Units at the time of the distribution. (b) Tax Distributions. Notwithstanding any other provision of this Section 4.1, if any Member is allocated Net Profit which exceeds, on a cumulative basis, the amount of Net Losses previously allocated to such Member for federal income tax purposes pursuant to Section 5.1 (the "Excess Income Allocation"), then such Member shall be entitled to receive a "Minimum Distribution" to the extent that there is available Cash Flow to make such Minimum Distribution. The Minimum Distribution is the amount, if any, by which (i) the Excess Income Allocation multiplied by the maximum individual federal income tax rate, exceeds (ii) the amount of Cash Flow previously distributed to such Member. The Minimum Distribution shall be payable before any other distributions under Section 4.1(a). Any Minimum Distribution received by a Member shall be credited against and reduce the amount of distributions that such Member shall be entitled to receive in the future under Section 4.1(a) and in order of priority set forth in Section 4.1(a).The determination of Net Profit and Net Losses shall, solely for purposes of this Section 4.1(b), exclude items allocated pursuant to Code Section 704(c). (c) Manager Authority. The Managers shall have authority to make all determinations concerning Cash Flow distributions pursuant to this Section 4.1. 1.2 Limitation on Distributions. A Member may not receive a distribution from the Company to the extent that, after giving effect to the distribution, either (i) all liabilities of the Company exceed the value of the Company’s assets; (ii) the Company would be unable to pay its debts as they become due in the ordinary course of business; (iii) the distribution would cause an Adjusted Capital Account Deficit for a Member; or (iv) the distribution is prohibited by the Act. In any such case, the cash or property distributable shall be set aside to be distributed to the Member at such time as the distribution would not violate any of the foregoing conditions or the cash or property is otherwise distributed pursuant to Section 4.3. 1.3 Liquidating Distributions. Upon the dissolution of the Company in accordance with Article 11, the Managers shall distribute the liquidation proceeds as provided below. (a) Order of Distribution. The cash proceeds from the liquidation, when and as available, shall be applied in the following order of priority: (i) Payment to Creditors. Payment to creditors of all debts, liabilities and expenses of the Company, including but not limited to sales commissions to any selling agent and any other expenses of liquidation, except debts and liabilities to any Member. (ii) Reserves for Contingent Liabilities. To the establishment of such reserves as the Managers may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company or of the Managers in connection with the Company, except debts and liabilities to any Member. The reserves shall be held and disbursed in payment of any contingent liabilities that may mature. At the end of such period as the Managers deem advisable, any balance remaining shall be distributed in the order specified in this Section. (iii) Repayment of Member Loans. Payment to Members for loans made to the Company, if any. (iv) Remaining Proceeds. Any proceeds thereafter remaining shall be distributed to the Members in the manner described by Section 4.1., except that $1.00 per Unit shall be distributed to the Holders of any Non-Participating Units, provided that sufficient funds exist to make such distribution. (b) Timing of Distributions. The Managers shall use reasonable efforts to distribute the proceeds from a liquidation in the same calendar year in which the sale of Company assets occurs. (c) Distribution In Kind. If a portion of the Company Property is to be distributed in kind to the Members, then the Managers shall revalue the Company Property and the Members’ Capital Accounts in accordance with Section 5.3(d). The Managers may engage qualified independent appraisers to appraise any property interests to be distributed in kind, and the appraised value shall be considered the fair market value for purposes of valuing such distribution in kind. Any unrealized appreciation or depreciation of the assets shall be allocated among the Members as if the property were sold for its fair market value and shall be taken into consideration in determining the balances in the Members’ Capital Accounts as of the date of liquidation. Distribution of any such assets in kind to a Member shall be considered a distribution of an amount equal to the asset’s fair market value for purposes of this Section. 1.4 Claims. None of the Members shall have the right to require distributions of Cash Flow or to demand distribution in kind at any time or for any reason whatsoever, except in accordance with this Agreement. Each Member shall look solely to the assets of the Company for all distributions with respect to the Company and the return of his Capital Contributions. Это текст одной из глав Договора (Operating Agreement LLC) То есть - сначала были CAPITAL CONTRIBUTIONS - ВЗНОСЫ КАПИТАЛА Заранее Спс!!! |
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Предлагаю свой вариант: 1) Выплаты |
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4) ограничение в отношении.. 6) Натураотные выплаты - это шедевр. Можно также "натуроидальные", например |
| Натураотные - ЭТО ПРОСТО ОПИСКА - натуральные, конечно |
| Натураотные: опечатка по типу: "correct row - wrong column" |
| или wrong finger... подзабыл уже. |
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ВСЁ ТЕМА ЗАКРЫТА - перевод будут делать в Москве спец переводчики Вот и будет ШАБЛОНЧИК ГОТОВЫЙ! В любом случае, всем СПАСИБО! Many thanks!!! |
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