Allocations and Distributions. The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.
Allocations and Distributions. Section 6.1 Allocations for Capital Account Purposes 60 Section 6.2 Allocations for Tax Purposes 66 Section 6.3 Requirement and Characterization of Distributions; Distributions to Record Holders 68
Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Members may determine. Distributions shall be made to (and profits and losses of the Company shall be allocated among) Members pro rata in accordance with each of their Profit Sharing Interests, or in such other manner and in such amounts as all of the Members shall agree from time to time and which shall be reflected in the books and records of the Company.
Allocations and Distributions. (Check One) ☐ - Partnership: A majority of the Partners shall vote to determine the timing and amount of any distribution and such determination shall be binding on all partners. ☐ - Limited Partnership: The General Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners.
Allocations and Distributions. 22 Section 4.1 Allocations of Net Profits and Net Losses 22 Section 4.2 Special Allocations 22 Section 4.3 Distributions 24 Section 4.4 Income Tax Allocations 26 ARTICLE V. MANAGEMENT AND RELATED MATTERS 27 Section 5.1 Power and Authority of Board 27 Section 5.2 Duties of Managers 34 Section 5.3 Officers 34 Section 5.4 Acknowledged and Permitted Activities 36 Section 5.5 Tax Elections and Status 37 Section 5.6 Tax Returns 37 Section 5.7 Tax Matters Member 37 Section 5.8 Budget Act 38 Section 5.9 Budgets 40 ARTICLE VI. INDEMNIFICATION 41 Section 6.1 General 41 Section 6.2 Indemnification of Officers, Employees (if any) and Agent 42 Section 6.3 Non-exclusivity of Rights; Insurance 42 Section 6.4 Savings Clause 42 Section 6.5 Scope of Indemnity 42 Section 6.6 Other Indemnities 43 Section 6.7 Replacement of Fiduciary Duties 43 Section 6.8 Liability of Indemnitees. 43 Section 6.9 Standards of Conduct and Modification of Duties. 44 ARTICLE VII. RIGHTS OF MEMBERS 45 Section 7.1 General 45 Section 7.2 Limitations on Members 45 Section 7.3 Liability of Members 45 Section 7.4 Withdrawal and Return of Capital Contributions 45 Section 7.5 Voting Rights 45 ARTICLE VIII. BOOKS, REPORTS, MEETINGS AND CONFIDENTIALITY 46 Section 8.1 Capital Accounts, Books and Records 46 Section 8.2 Bank Accounts 47 Section 8.3 Reports 47 Section 8.4 Meetings of Members 50 Section 8.5 Confidentiality 50 ARTICLE IX. DISSOLUTION, LIQUIDATION AND TERMINATION 52 Section 9.1 Dissolution 52 Section 9.2 Liquidation and Termination 52 ARTICLE X. TRANSFERS OF COMPANY INTERESTS 54 Section 10.1 Transfer of Company Interests 54 ARTICLE XI. REPRESENTATIONS AND WARRANTIES 55 ARTICLE XII. MISCELLANEOUS 57 Section 12.1 Notices 57 Section 12.2 Amendment 58 Section 12.3 Changes Upon CPUC Approval. 59 Section 12.4 Partition 60 Section 12.5 Entire Agreement 60 Section 12.6 Severability 60 Section 12.7 No Waiver 60 Section 12.8 Applicable Law 60 Section 12.9 Successors and Assigns 60 Section 12.10 Arbitration 60 Section 12.11 Legal Representation 62 Section 12.12 Counterparts 63 INDEX TO EXHIBITS Exhibit A Members, Capital Contributions, Sharing Ratios Exhibit B Xxxxx Companies Exhibit C Form of Fourth Amended and Restated Limited Liability Company Agreement of Crimson Holdings, LLC Exhibit D Form of CorEnergy Infrastructure Trust, Inc. Articles Supplementary Establishing and Fixing the Rights and Preferences of Series B Redeemable Convertible Preferred Stock Exhibit E Form of CorEnergy Infrastructure Trust, I...
Allocations and Distributions. Subject to applicable Regulations, upon the transfer of all the Partnership Interests of a Partner as herein provided, the Profit or Loss of the Partnership attributable to the Partnership Interests so transferred for the Fiscal Year in which such transfer occurs shall be allocated between the transferor and transferee as of the effective date of the assignment, and such allocation shall be based upon any permissible method agreed to by the Partners that is provided for in Code Section 706 and the Regulations issued thereunder.
Allocations and Distributions. 24 SECTION 6.1 Allocations for Capital Account Purposes.........................................24 SECTION 6.2 Allocations for Tax Purposes.....................................................28 SECTION 6.3 Distributions....................................................................30
Allocations and Distributions. Except as may be required by section 704 (b) and (c) of the Code and the applicable Treasury Regulations, all items of income, gain, loss, deduction, and credit of the Company shall be allocated among the Members, and distributions shall be made, in accordance with this Article 6.
Allocations and Distributions. All Profit and Loss shall be allocated to the Member. Cash shall be distributed to the Member as the Member shall determine from time to time.
Allocations and Distributions. All allocations of profits and losses and all distributions of cash shall be made in accordance with the Partners’ Percentage Interests. The Percentage Interest of the General Partner shall be one percent (1%), and the Percentage Interest of the Limited Partner shall be ninety-nine percent (99%). Distributions out of funds legally available therefor shall be made at such times as the General Partner determines.
