Fillable California Llc Operating Agreement Template (Page 10 of 16) in pdf

Voting Members, or if any Voting Member objects, by an independent appraiser (and any such

appraiser must be recognized as an expert in valuing the type of asset involved) selected by a Majority

of the Voting Members.

8.4 Order of Payment of Liabilities on Dissolution. After a determination that all known

debts and liabilities of the Company in the process of winding up, including, without limitation, debts

and liabilities to Members who are creditors of the Company, have been paid or adequately provided

for, the remaining assets shall be distributed to the Members in proportion to their positive Capital

Account balances, after taking into account profit and loss allocations for the Company's taxable year

during which liquidation occurs.

8.5 Adequacy of Payment. The payment of a debt or liability, whether the whereabouts of

the creditor is known or unknown, shall have been adequately provided for if payment thereof shall

have been assumed or guaranteed in good faith by one or more financially responsible Persons or by

the United States government or any agency thereof, and the provision, including the financial

responsibility of the Person, was determined in good faith and with reasonable care by the Members

to be adequate at the time of any distribution of the assets pursuant to this Section. This Section shall

not prescribe the exclusive means of making adequate provision for debts and liabilities.

8.6 Compliance with Regulations. All payments to the Members on the winding up and

dissolution of Company shall be strictly in accordance with the positive capital account balance

limitation and other requirements of Regulations Section 1.704-1(b)(2)(ii)(d), as the voting Members

deem appropriate.

8.7 Limitations on Payments Made in Dissolution. Except as otherwise specifically

provided in this Agreement, each Member shall only be entitled to look solely to the assets of the

Company for the return of such Member's positive Capital Account balance and shall have no

recourse for such Member's Capital Contribution or share of profits (on dissolution or otherwise)

against any other Member.

8.8 Certificate of Cancellation. The Voting Members conducting the winding up of the

affairs of the Company shall cause to be filed in the office of, and on a form prescribed by the

California Secretary of State, a certificate of cancellation of the Certificate on the completion of the

winding up of the affairs of the Company.

ARTICLE IX

EXCULPATION AND INDEMNIFICATION

9.1 Exculpation of Members. No Member shall be liable to the Company or to the other

Members for damages or otherwise with respect to any actions taken or not taken in good faith and

reasonably believed by such Member to be in or not opposed to the best interests of the Company,

except to the extent any related loss results from fraud, gross negligence or willful or wanton

misconduct on the part of such Member or the material breach of any obligation under this

Agreement or of the fiduciary duties owed to the Company or the other Members by such Member.

9.2 Indemnification by Company. The Company shall indemnify, hold harmless and

defend the Members, in their capacity as Members, Managers, or Officers, from and against any loss,

expense, damage or injury suffered or sustained by them by reason of any acts or omissions arising

out of their activities on behalf of the Company or in furtherance of the interests of the Company,

including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other

costs or expenses incurred in connection with the defense of any actual or threatened action,

proceeding or claim, if the acts or omissions were not performed or omitted fraudulently or as a

result of gross negligence or willful misconduct by the indemnified party. Reasonable expenses

incurred by the indemnified party in connection with any such proceeding relating to the foregoing

matters may be paid or reimbursed by the Company in advance of the final disposition of such

California Llc Operating Agreement Template Page 10

Related Articles

Related forms

Related Categories