Form Sc-00llc-1 - Llc Operating Agreement Page 11
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20Member. The non-member purchaser will be entitled, however, to share in such profits
and losses, to receive such distributions, and to receive such allocation of income, gain,
loss, deduction, credit or similar items to which the selling member would be entitled, to
the extent of the interest assigned, and will be subject to calls for contributions under the
terms of this Agreement. The purchaser, by purchasing the selling member’s interest,
agrees to be subject to all the terms of this Agreement as if he were a Member.
33.
Set Price. The Set Price for purposes of this Agreement shall be the price fixed by
consent of a majority of the Members. The Set Price shall be memorialized and made a part of
the LLC records. The initial Set Price for each Member's interest is the amount of the Member's
contribution(s) to the LLC as provided above, as updated in accordance with the terms hereof.
Any future changes in the Set Price by the Members shall be based upon net equity in the assets
of the LLC (fair market value of the assets less outstanding indebtedness), considering the most
recent appraisal obtained by the LLC for its assets, as may be adjusted by the Members in their
discretion. The initial Set Price shall be adjusted upon demand by a Member but not more than
once a year unless all Members consent. This basis for determining the Set Price shall remain in
effect until changed by consent of a majority of the Members. The Members will consider
revising the basis for determining the Set Price at least annually.
ARTICLE IX
OBLIGATION TO SELL ON A DISSOCIATION
EVENT CONCERNING A MEMBER
34.
Dissociation. Except as otherwise provided, upon the occurrence of a dissociation event
with respect to a Member, the LLC and the remaining Members shall have the option to purchase
the dissociated Member's interest at the Set Price in the same manner as provided in ARTICLE
VIII and as if the dissociated Member had notified the LLC of his desire to sell all of his LLC
interest. The date the LLC received the notice as provided in ARTICLE VIII triggering the
options shall be deemed to be the date that the LLC receives actual notice of the dissociation
event.
ARTICLE X
DISSOLUTION
35.
Termination of LLC. The LLC will be dissolved and its affairs must be wound up only
upon the written consent of a majority of the Members.
36.
Final Distributions. Upon the winding up of the LLC, the assets must be distributed as
follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions;
and (c) to Members first for the return of their contributions and secondly respecting their LLC
interest, in the proportions in which the Members share in profits and losses.
ARTICLE XI
TAX MATTERS
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