Determination of Cash Needs by Members and Notice to Members Sample Clauses

Determination of Cash Needs by Members and Notice to Members. If at any time the Members unanimously determine, in the exercise of reasonable business judgment and good faith, that funds are required to meet Cash Needs of the Company, the Manager shall, subject to the provisions of Section 5.8, use its best efforts to arrange for the Company to borrow from third parties all of the required funds, such borrowing preferably to be on a nonrecourse basis (and, if not, on a recourse basis) to the Members (and any Affiliates thereof) and otherwise on terms reasonably acceptable to all of the Members. If and to the extent that the Members unanimously determine in good faith that the required funds cannot be borrowed on such terms, the Manager shall, by notice (the "Cash Needs Notice") to the Members, specify the amount of what the Members unanimously believe to be the Cash Needs of the Company (the "Requested Funds") at such time for the period mentioned below and call upon each Member to advance to the Company its proportionate share, determined in proportion to each Member's respective Percentage Interests at the time the Cash Needs Notice is given, of the Requested Funds (each Member's "Requested Contribution"). The Cash Needs Notice given to the Members shall be accompanied by documentation reasonably confirming the actual or estimated amount of such Cash Needs of the Company (in the amount of the Requested Funds) for the period for which such demand is being made and itemizing how the Requested Funds will be applied. Within twenty (20) days after the date of the Cash Needs Notice, each Member shall advance as a capital contribution to the Company its Requested Contribution. Any funds advanced by any Member to the Company pursuant to this Section 3.6(a) and not refunded to such Member shall, subject to the provisions of Section 3.6(b) below, constitute contributions to the capital of the Company ("Cash Needs Contributions").
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Related to Determination of Cash Needs by Members and Notice to Members

  • DISTRIBUTION OF DISSOCIATING MEMBERS INTEREST Upon determination of the dissociating Members’ interest value, the value will be a debt of the Company. The dissociating Member will only be able to demand payment of this debt at dissolution of the Company or by the following method: (a) The Company will make timely payments. (b) The Company will only be required to make payments towards dissociating Member’s debt if the Company is profitable and passes income to current Members. (c) The Company must make a debt payment to the dissociating Member if the Company’s income surpassed 50% of the total determined value of the dissociating Members’ interest in a taxable year. (Example: If dissociating Members’ value was $100,000 and current Member(s) received over $50,000 taxable income in the taxable year, the Company would owe a debt payment to dissociating Member. If current Member(s) only received $40,000 in passed income, there would be no payment due.) (d) The debt payment must be at least 10% of the value of the passed income to current Members. (e) The company must make payment to dissociating Member within sixty (60) days of the end of the Company’s taxable year. (f) The payment schedule will continue until the dissociating Member’s debt is paid. (g) If the Company dissolves, the dissociating Member will be a regular creditor and payment will follow Section ▇▇-▇▇-▇▇▇ of the Act. (h) The dissociating Member’s membership interest as assigned to current Members shall NOT accrue interest. (i) The Company may pay the amount owed to the dissociating Member at any time.

  • VALUATION OF DISSOCIATING MEMBERS INTEREST If a Member wants to exit the Company, and does not have a buyer of its membership interest, the dissociating Member will assign its interest to the current Members according to the following procedures: (a) A value must be placed upon this membership interest before assigned. (b) If the dissociating Member and current Members do not agree on the value of the membership interest, the dissociating Member must pay for a certified appraiser to assess the Company’s value, and the dissociating Members’ interest will be assigned a value according to the dissociating Member’s percentage of ownership. (c) The current Members must approve the certified appraiser used by the dissociating Member. Current Members have thirty (30) days to approve the dissociating Member’s certified appraiser from selection date of that appraiser. If current Members disapprove the certified appraiser, they must show evidence to support their disapproval of the certified appraiser as a vendor qualified to appraise the Company. Current Members may not stall the process by disapproving all certified appraisers without good faith. (d) When a certified appraiser places a value on the Company, a value will be placed on the dissociating Member’s interest according to that Member’s membership interest. (e) If the current Members disagree with the value placed on the dissociating Members’ interest, then the current Member(s) must pay for their own certified appraiser to value the Company and the dissociating Member’s interest according to the terms of this Section. (f) The current Members’ appraisal must be completed within sixty (60) days of the initial appraisal or right of current Members to dispute the value of the dissociating Member’s interest expires. (g) Upon completion of current Members’ appraisal, the dissociating Member must approve the value placed on its interest. The dissociating Member has thirty (30) days to approve this value. (h) If the dissociating Member does not approve the current Members’ appraised value, then the value of the Company will be determined by adding both appraisers’ assessed values, then dividing that value in half.

  • Withdrawal of Property from Market or Termination of Discussions Potential Investor acknowledges that the Property has been offered for sale subject to withdrawal of the Property from the market at any time or rejection of any offer because of the terms thereof, or for any other reason whatsoever, without notice, as well as the termination of discussions with any party at any time without notice for any reason whatsoever.

  • Action by Members Without a Meeting Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Members and delivered to the Secretary or any Assistant Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when all Members have signed the consent, unless the consent specifies a different effective date.

  • CERTIFICATION OF MEMBERS The undersigned hereby agree, acknowledge, and certify that the foregoing Operating Agreement is adopted and approved by each Member. The agreement consisting of pages, constitutes, together with Exhibit 1, Exhibit 2, the Operating Agreement of , adopted by the Members as of the day of , 20 . Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: %