Distribution Rules. (a) All distributions with respect to a Series pursuant to Section 12.8 shall be at such times and in such amounts as shall be determined by the Series Managers of such Series in their sole discretion; provided, however, that subject to Section 12.8 above, the Series Managers shall use their best efforts to cause the Company to distribute to the Members an amount of Cash Available for Distribution as shall be sufficient to enable Members to fund their federal and state income-tax liabilities attributable to their respective distributive shares of the taxable income of the Company. (b) All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation to the Company, a Series or the Members shall be treated as amounts distributed to the Members pursuant to this Section 12 for all purposes of this Agreement. The Members and Managers are authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, state or local government any amounts required to be so withheld pursuant to the Code or any provision of any other federal, state or local law and shall allocate such amounts to those Members with respect to which such amounts were withheld. (c) Each Series shall maintain such reserves as are necessary for the Series to maintain adequate capitalization of the Company or to satisfy capital or net worth covenants in agreements between the Company and third parties. The amount of adequate capitalization required of each Series shall be determined from time to time by the LLC Managers and provided to the Series Managers in writing. In no event shall the capitalization for each Series be less than the amounts stated in Exhibit E attached hereto.
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Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (HomeStreet, Inc.), Limited Liability Company Operating Agreement (HomeStreet, Inc.)
