Members’ Intent Clause Samples

Members’ Intent. It is the intent of all the parties to this Agreement that all Distributions, including those to be made at liquidation, to the Unit Holders and the Manager are to be made in accordance with the Distribution rules set forth in Article IV of this Agreement (the "Cash Distribution Rules"). With this in mind, the tax allocation rules of Article IV have been drafted so that the final Capital Account balances of the Unit Holders and the Manager, computed at the time of liquidation, will have positive Capital Account balances which will result in Distributions to those Persons which are identical to the Distributions that such Persons would have received had the final liquidation Distributions been made among them under the Cash Distribution Rules, without reference to their positive Capital Account balances at liquidation. If, however, at the time of liquidation, the amounts distributable to the Unit Holders and the Manager based upon their then positive Capital Account balances under Section 11.4(b) are not identical to the amounts that would be distributable to them under the Cash Distribution Rules, regardless of their positive Capital Account balances, the Manager shall, notwithstanding the provisions of Article IV, allocate, to the extent possible, the Company's gains, profits and losses among the Unit Holders and the Manager, including the making, as necessary, of gross allocations of gains, profits and losses, in a manner that will cause the Distribution of liquidation proceeds to the Members to be made in accordance with the Cash Distribution Rules, and at the same time to be in accordance with the Members' respective positive Capital Account balances, after taking in account the special allocations required by this Section. If, for whatever reason, there is not sufficient gain, profits or losses upon the Company's liquidation to permit Distributions to be made in accordance with the Cash Distribution Rules, and to be made in accordance with the Unit Holders' and Manager's respective positive Capital Account balances, the allocations will be made to permit Distributions to be as close as possible to those required by the Cash Distribution Rules, but the Distributions themselves will be made in accordance with the final respective positive Capital Account balances to ensure that the tax allocations of gains, profits and losses required by this Agreement are respected under Section 704(b) of the Code and the corresponding Treasury Regulations.
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Members’ Intent. The Members intend that AAC be classified as a partnership for federal tax purposes. The Limited Liability Company Agreement and this Protocol shall be interpreted in a manner to give effect to such intent.
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Members’ Intent. The Members intend that the Company be treated as a “partnership” for United States federal and state income tax purposes. The Members also intend that the Company not be operated or treated as a “partnership” for purposes of Section 303 of the U.S. Bankruptcy Code, as amended or supplemented from time to time, and any successor statute. No Member will take any action inconsistent with the intent of the parties as set forth in this Section 2.9. Notwithstanding the foregoing, the Members acknowledge and agree that the provisions of this Section 2.9 are subject to the provisions of Section 17.2 (Conversion of the Company into a “C” Corporation).
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Members’ Intent. The Members intend that the Company be treated as a “partnership” for United States federal and state income tax purposes. The Members intend that the Company shall not be a partnership (including without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer of any other Member, if applicable, for any purposes other than federal and state tax purposes, and that this Agreement not be construed to suggest otherwise.
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Related to Members’ Intent

  • 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.

  • 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.

  • Transfers Intended as Sale; Security Interest (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments, contributions and conveyances without recourse rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Purchased Assets shall not be part of Santander Consumer’s estate in the event of a bankruptcy or insolvency of Santander Consumer. The sales and transfers by Santander Consumer of the Receivables and other Purchased Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, Santander Consumer, except as otherwise specifically provided herein. The limited rights of recourse specified herein against Santander Consumer are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables. (b) Notwithstanding the foregoing, in the event that the Receivables and other Purchased Assets are held to be property of Santander Consumer, or if for any reason this Agreement is held or deemed to create indebtedness or a security interest in the Receivables and other Purchased Assets, then it is intended that: (i) this Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC and the UCC of any other applicable jurisdiction; (ii) the conveyance provided for in Section 2.1 shall be deemed to be a grant by Santander Consumer of, and Santander Consumer hereby grants to the Purchaser, a security interest in all of its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Purchased Assets, to secure such indebtedness and the performance of the obligations of Santander Consumer hereunder; (iii) the possession by the Purchaser or its agent of the Receivable Files and any other property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by the purchaser or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York UCC and the UCC of any other applicable jurisdiction; and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.