Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, shall, subject to the provisions of this Agreement, be held for the benefit of the Series or the Members associated with such Series, and not for the benefit of the Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Series separately from any assets associated with any other Series. In the event that there are any assets in relation to the Company that, in the Administrative Manager’s reasonable judgment, are not readily associated with a particular Series, the Administrative Manager shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Administrative Manager deems fair and equitable, and in accordance with the Allocation Policy, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Administrative Manager pursuant to the provisions of Section 3.03(d)(i) shall be conclusive and binding upon the Members associated with each and every Series. Separate and distinct records shall be maintained for each and every Series, and the Administrative Manager shall not commingle the assets of one Series with the assets of any other Series.
Appears in 10 contracts
Samples: Limited Liability Company Agreement (StartEngine Collectibles Fund I LLC), Limited Liability Company Agreement (StartEngine Collectibles Fund II LLC), Limited Liability Company Agreement (StartEngine Collectibles Fund I LLC)
Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Shares Interests of a particular Series, together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, shall, subject to the provisions of this Agreement, be held for the benefit of the Series or the Members associated with such Series, and not for the benefit of the Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Series separately from any assets associated with any other Series. In the event that there are any assets in relation to the Company that, in the Administrative Manager’s Managing Members reasonable judgment, are not readily associated with a particular Series, the Administrative Manager Managing Member shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Administrative Manager Managing Member deems fair and equitable, and in accordance with the Allocation Policy, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Administrative Manager Managing Member pursuant to the provisions of Section 3.03(d)(i) shall be conclusive and binding upon the Members associated with each and every Series. Separate and distinct records shall be maintained for each and every Series, and the Administrative Manager Managing Member shall not commingle the assets of one Series with the assets of any other Series.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Neptune REM, LLC), Limited Liability Company Agreement (Investables Projects LLC), Limited Liability Company Agreement (Otis Collection LLC)
Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Shares Interests of a particular Series, together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, shall, subject to the provisions of this Agreement, be held for the benefit of the Series or the Members associated with such Series, and not for the benefit of the Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Series separately from any assets associated with any other Series. In the event that there are any assets in relation to the Company that, in the Administrative Manager’s Managing Members reasonable judgment, are not readily associated with a particular Series, the Administrative Manager Managing Member shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Administrative Manager Managing Member deems fair and equitable, and in accordance with the Allocation Policy, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Administrative Manager Managing Member pursuant to the provisions of Section 3.03(d)(i3.03(d) (i) shall be conclusive and binding upon the Members associated with each and every Series. Separate and distinct records shall be maintained for each and every Series, and the Administrative Manager Managing Member shall not commingle the assets of one Series with the assets of any other Series.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Neptune REM, LLC), Limited Liability Company Agreement (Neptune REM, LLC)
Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Shares Interests of a particular Series, together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, shall, subject to the provisions of this Agreement, be held for the benefit of the Series or the Members associated with such Series, and not for the benefit of the Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Series separately from any assets associated with any other Series. In the event that there are any assets in relation to the Company that, in the Administrative ManagerManaging Member’s reasonable judgment, are not readily associated with a particular Series, the Administrative Manager Managing Member shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Administrative Manager Managing Member deems fair and equitable, and in accordance with the Allocation Policy, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Administrative Manager Managing Member pursuant to the provisions of Section 3.03(d)(i) shall be conclusive and binding upon the Members associated with each and every Series. Separate and distinct records shall be maintained for each and every Series, and the Administrative Manager Managing Member shall not commingle the assets of one Series with the assets of any other Series.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Exceed Talent Capital Holdings LLC)