Common use of General Distribution Rules Clause in Contracts

General Distribution Rules. (a) For purposes of determining the Members entitled to receive a distribution, the date on which the Manager determines to make such distribution shall be the record date for such determination. (b) Except as otherwise set forth in this Agreement, the Company shall not distribute any asset other than cash without the unanimous consent of a Majority in Interest of the Class A Members, consent of the Board, and consent of the Manager. No Member may be compelled to accept a distribution of any asset in kind from the Company to the extent that the percentage of the asset distributed to such Member differs from the Member's Percentage Interest. (c) No distribution shall be made by the Company to the extent that, after giving effect to the distribution, the liabilities of the Company would exceed the fair market value of the Company's assets. (d) All distributions to the Members are subject to set-off by the Company for any amount owed the Company by the Member or any assignor of such Member, other than amounts owed by any Member in the ordinary course of business operations with the Company. (e) No distributions shall be made if the Company fails to qualify as a REIT nor any distributions made which are not permitted under the Code provisions applicable to REITs.