MULTI-MEMBER Sample Clauses

MULTI-MEMBER. (Applies ONLY if Multi-Member): The Company shall terminate upon the occurrence of any of the following: (i) the election by the Member(s) to dissolve the Company made by the unanimous vote or consent of the Member(s); (ii) the occurrence of a Withdrawal Event with respect to a Member and the failure of the remaining Member(s) to elect to continue the business of the Company as provided for in this Agreement above; or (iii) any other event which pursuant to this Agreement, as the same may hereafter be amended, shall cause a termination of the Company. The liquidation of the Company shall be conducted and supervised by a person designated for such purposes by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests (the “Liquidating Agent”). The Liquidating Agent hereby is authorized and empowered to execute any and all documents and to take any and all actions necessary or desirable to effectuate the dissolution and liquidation of the Company in accordance with this Agreement. Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared and furnished to the Member(s) a statement setting forth the assets and liabilities of the Company as of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. The proceeds of sale and all other assets of the Company shall be applied and distributed in the following order of priority: (1) to the payment of the expenses of liquidation and the debts and liabilities of the Company, other than debts and liabilities to Member(s); (2) to the payment of debts and liabilities to Member(s); (3) to the setting up of any reserves which the Liquidating Agent may deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the Company, which reserves shall be paid over to a licensed attorney to hold in escrow for a period of two years for the purpose of payment of any liabilities and obligations, at the expiration of which period the balance of such reserves shall be distributed as provided; (4) to the Member(s) in proportion to their respective capital accounts until each Member has received cash distributions equal to any positive balance in their capital account, in accordance with the rules and requirements of Treas. Reg. Section 1.704-1(b)(2)(ii)(b); and (5) to...

MULTI-MEMBER. (Applies ONLY if Multi-Member): The Member(s), or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish the Member(s), within seventy-five (75) days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement, a capital account statement: and the amount of such Member(s)'s share of the Company's income, gain, losses, deductions, and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State, and local income tax and information returns for the Company and shall cause such tax and information returns to be timely filed. Within seventy-five (75) days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member a current list of the names and addresses of all of the Member(s) of the Company, and any other persons or entities having any financial interest in the Company.

MULTI-MEMBER. (Applies ONLY if Multi-Member): The Members of the Company will create and properly maintain records and books that are complete and accurate. These books will detail the Company’s affairs and business while following generally accepted accounting principles. The Company will provide an annual report within sixty days after the fiscal year has ended. The annual report of the Company shall include the balance sheet, the profit and loss statement, the capital account statement, and a report that details each Member’s share of the Company’s gain, losses, gains, and other necessary information for tax purposes. The Company will be responsible for preparing any federal, state, and local information for income tax returns on behalf of the Company. This information shall be filed in a timely manner. Within sixty days from the end of the Company’s Fiscal year, it will send anyone that was a Member of the Company during the last fiscal year copies of the Company’s tax and information return that was filed with the IRS for the last fiscal year. The elections deemed necessary or allowed to the Company in line with the Internal Revenue Code, and the appointment of a partner for tax matters in line with Section 6231(a)(7) of the Internal Revenue Code for all reasons allowed or deemed necessary by the internal Revenue Code, will be made by the Company through a confirmatory vote of Member’s constituting majority percentage interests If requested, the Company will provide each Member an up to date list of names and addresses of Company Members and other people or entities with a financial interest in the Company.

MULTI-MEMBER. (Applies ONLY if Multi-Member): The Company shall maintain a “capital account” for the Members in in line with Section 704(b) of the Internal Revenue Code and Treasury Regulation Section 1.704-1(b)(2)(iv). Member percentage interests refers to the ownership percentage as mentioned in the Company Details section of this agreement (Section 1). In every fiscal year, net profits and losses of the Company (not including capital transactions), whether loss or gain shall be credited or deducted to the capital accounts of each Member in an equal proportion to the Members’ percentage interests. Net profits gained by the Company from any capital transaction will be shared in the following order based on priority 1. To offset negative balances in the Members’ capital accounts, proportionate to the negative balance in the capital accounts of Members until negatives balances in all capital accounts have been cleared. 2. Members shall receive a proportionate amount paid to their capital accounts in proportion to the Member percentage interests Net losses of the Company shall be shared in the following order based on priority: 1. Distributed to each Member up to the amount that their capital account balance is in excess of their original capital contribution in proportion to each Member’s excess balance until said excess balance has been reduced to zero. 2. Distributed to each member in proportion to the members percentage interests. The Company’s cash receipts shall be shared in the following order based on priority 1. Any payments for interest or amortization on mortgages for Company assets, balances due on the debt or liabilities of the Company not inclusive of those due to Members of the Company, costs associated with the construction of improvements of Company assets, and Company operating expenses 2. Interest payments and the creating cash reserves that are determined to be necessary by the Members of the Company. These cash reserves may include but are not limited to reserves for the Company’s normal business operations, repairs, improvements, taxes, and any contingencies that may occur during the course of normal operations. The cash receipts of the Company, not including those produced by capital transactions then be shared to the Members, except as otherwise stated in this Agreement or otherwise stipulated by law, a proportion equal to their Member’s percentage interests. Furthermore, except as otherwise stated in this Agreement or stipulated by law, sharing ca...

MULTI-MEMBER. (Applies ONLY if Multi-Member): The Company shall terminate upon the occurrence of any of the following: (i) the election by the Member(s) to dissolve the Company made by the unanimous vote or consent of the Member(s);

MULTI-MEMBER. Meetings Of Members

MULTI-MEMBER. The Company must issue a Certificate of Membership as evidence of one’s membership interest in the Company. Every Certificate of Membership shall comprise the name of the Member of interest and the Member’s Percentage Interest. Such shall follow the following legend: “The membership interest represented by this certificate is subject to, and may not be transferred except under the provisions of the Operating Agreement of ___________________, LLC, dated effective as of _______ day of _______, _______, similar even as amended, a copy of such shall be on file at the principal office of the Company.”