Operating Agreement Template - Manager-Managed Limited Liability Company Page 4
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361.15. “Company” means the company named in Article II, Section 2.2 of this
Agreement.
1.16. “Company Minimum Gain” is defined in Article IV, Section 4.3(b).
1.17. “Confidential Information” is defined in Article X, Section 10.2.
1.18. “Corporations Code” (“Corp C”) means the California Corporations Code.
1.19. “Economic Interest” means a Person’s right to share in the income, gains, losses,
deductions, credit, or similar items of the Company, and to receive distributions from the
Company under this Agreement or under the Act, but does not include any other rights of a
Member, including the right to vote, the right to participate in the management of the Company,
or, except as provided in Corp C §17106, any right to information concerning the business and
affairs of the Company.
1.20. “Electronic transmission by the Company” and “electronic transmission to the
Company” have the meanings set out in Corp C §17001(o)(1)-(2).
1.21. “Encumber” means the act of creating or purporting to create an Encumbrance,
whether or not perfected under applicable law.
1.22. “Encumbrance” means, with respect to any Membership Interest, or any part of it,
a mortgage, pledge, security interest, lien, proxy coupled with an interest (other than as
contemplated in this Agreement), option, or preferential right to purchase.
1.23. “Gross Asset Value” means, for any item of property of the Company, the item’s
adjusted basis for federal income tax purposes, except as follows:
(a)
The initial Gross Asset Value of any item of property contributed by a
Member to the Company will be the fair market value of that property, as mutually agreed by the
contributing Member and the Company;
(b)
The Gross Asset Value of any item of Company property will be adjusted
as of the following times: (1) the acquisition of an interest or additional interest in the Company
by any new or existing Member in exchange for more than a de minimis Capital Contribution;
(2) the distribution of money or other property (other than a de minimis amount) by the
Company to a Member as consideration for an Economic Interest in the Company; and (3) the
liquidation of the Company within the meaning of Treasury Reg. §1.704-1(b)(2)(ii)(g), provided,
however, that adjustments under clauses (1) and (2) above will be made only if the Members
have determined that the Company must revalue its assets in accordance with Treasury Reg.
§1.704-1(b)(2)(iv)(f);
(c)
The Gross Asset Value of any Company asset distributed to any Member
will be the book value of that asset on the date of distribution; and
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