Form Il-00llc-1 - Llc Operating Agreement Page 12
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
2134.
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 no later than ________________. 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
35.
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
36.
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.
37.
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
38.
Capital Accounts. Capital accounts shall be maintained consistent with
Internal Revenue Code § 704 and the regulations thereunder.
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business