Xyz Limited Liability Company Operating Agreement
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28XYZ Limited Liability Company
Operating Agreement
THIS OPERATING AGREEMENT is made and entered into this 30th day of
August, 2014, by and between the Members whose signatures appear on the signature
page hereof.
WITNESSETH:
WHEREAS, the Parties in consideration of the mutual covenants herein, have
formed XYZ Limited Liability Company (hereinafter "the Company").
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
DEFINITIONS
Definitions used in this Operating Agreement shall have the respective meanings
set forth below unless otherwise expressly provided:
1.1
"Assigning Member" means a Member who has assigned his or her
Membership Interest.
1.2
"Capital Accounts," as of any given date shall mean the Capital
Contribution to the Company by a Member as adjusted up to such date. Upon a
dissolution event, as determined in this Operating Agreement, capital will be
determined as of the date of the dissolution event. If Capital Accounts are determined
and maintained through the date of the dissolution event in accordance with the Capital
Accounting rules of §1.704-1(b)(2)(iv) of the Income Tax Regulations, then capital
determined as of the date of the dissolution event represents the Capital Account
balances determined on that date.
1.3
"Capital Contribution" shall mean any contribution to the capital of the
Company in cash or property by a Member whenever made.
1.4
"Company" means the XYZ Limited Liability Company, a Limited
Liability company created under the State of Utah.
1.5
"Distributable Cash" shall mean all cash, revenues and funds received by
the Company from Company operations, less the sum of the following to the extent
1
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