Xyz Limited Liability Company Operating Agreement Page 2
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28paid or set aside by the Company: (i) all principal and interest payments on
indebtedness of the Company and all other sums paid to lenders; (ii) all cash
expenditures incurred in the normal operation of the Company's business; and (iii) such
reserves as the Member - Managers deem reasonably necessary for the proper operation
of the Company's business.
1.6
"Manager" shall mean one or more Managers, elected by the Members.
References to the Manager in the singular or as him, her, it, itself, or other like
references shall also, where the context so requires, be deemed to include the plural or
the masculine or feminine reference, as the case may be. References to the Manager in
the plural shall, where the context so requires, be deemed to include the singular, or the
masculine or feminine reference, as the case may be.
1.7
"Majority Interest" shall mean one or more interests of Members which in
aggregate exceed fifty percent (50%) of all interests held in the Company.
1.8
"Member" shall mean each of the parties who executes this Operating
Agreement or its counterpart as a Member and each of the parties who may hereafter
become Members. A Person is a Member immediately upon the purchase or other
acquisition by such Person of an interest, such Person shall have all the rights of a
Member with respect to such purchased or otherwise acquired interest.
1.9
"Membership Interest" shall mean a Member's entire interest in the
Company including such Member's economic and participatory interest.
1.10
"Net Income" means the net income of the Company computed in
accordance with generally accepted accounting principles for federal income taxes
under the Internal Revenue Code.
1.11
"Net Profits" and "Net Losses" shall mean the income, gain, loss,
deductions and credits of the Company in the aggregate or separately stated, as
appropriate, determined in accordance with generally accepted accounting principles
employed under the cash method of accounting at the close of each fiscal year on the
Company's tax return filed for federal income tax purposes.
1.12
"Notice"
a.
A writing, delivered by first class mail, addressed to the last address
known to the sender; or
b.
A writing, delivered to the recipient in person.
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