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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> (ii) Company's total assets would be less than the sum of its total <br /> liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if <br /> Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of <br /> other Members, if any, upon dissolution that are superior to the rights of the Member receiving the <br /> distribution. <br /> B. The Manager may base a determination that a distribution is not prohibited <br /> on any of the following: <br /> (i) Financial statements prepared on the basis of accounting practices <br /> and principles that are reasonable in the circumstances; and/or <br /> (ii) A fair valuation; and/or <br /> (iii) Any other method that is reasonable in the circumstances. <br /> Except as provided in the Act, the effect of a distribution is measured as of the date <br /> the distribution is authorized if the payment occurs within 120 days after the date of authorization, <br /> or the date payment is made if it occurs more than 120 days from the date of authorization. <br /> C. A Member or Manager who votes for a distribution in violation of this <br /> Agreement or the Act is personally liable to Company for the amount of the distribution that <br /> exceeds what could have been distributed without violating this Agreement or the Act if it is <br /> established that the Member or Manager did not act in compliance with Section 6.7(B)hereof.Any <br /> Member or Manager who is so liable shall be entitled to compel contribution from (i) each other <br /> Member or Manager who also is so liable and (ii) each Member for the amount the Member <br /> received with knowledge of facts indicating that the distribution was made in violation of this <br /> Agreement or the Act. <br /> 6.8 Return of Distributions. Except for distributions made in violation of the Act or this <br /> Agreement, no Member or Economic Interest Owner shall be obligated to return any distribution <br /> to Company or pay the amount of any such distribution to Company or to any creditor of Company. <br /> The amount of any distribution returned to Company by a Member or Economic Interest Owner <br /> or paid by a Member or Economic Interest Owner for the account of Company or to a creditor of <br /> Company shall be added to the account or accounts from which it was subtracted when it was <br /> distributed to the Member or Economic Interest Owner. <br /> 6.9 Obligations of Members to Report Allocations. By execution of this Agreement or <br /> Joinder Agreement, Members are aware of the income tax consequences of the allocations made <br /> by this Article VI and hereby agree to be bound by the provisions of this Article VI in reporting <br /> 14 <br />