General Distribution Rules. The timing and amount of all distributions shall be in accordance with Sections 4.1, 4.2, 8.5 and 8.
General Distribution Rules. (a) For purposes of determining the Members entitled to receive a distribution, the date on which the Manager determines to make such distribution shall be the record date for such determination.
(b) Except as otherwise set forth in this Agreement, the Company shall not distribute any asset other than cash without the unanimous consent of a Majority in Interest of the Class A Members, consent of the Board, and consent of the Manager. No Member may be compelled to accept a distribution of any asset in kind from the Company to the extent that the percentage of the asset distributed to such Member differs from the Member's Percentage Interest.
(c) No distribution shall be made by the Company to the extent that, after giving effect to the distribution, the liabilities of the Company would exceed the fair market value of the Company's assets.
(d) All distributions to the Members are subject to set-off by the Company for any amount owed the Company by the Member or any assignor of such Member, other than amounts owed by any Member in the ordinary course of business operations with the Company.
(e) No distributions shall be made if the Company fails to qualify as a REIT nor any distributions made which are not permitted under the Code provisions applicable to REITs.
General Distribution Rules. The timing and amount of all Distributions will be in accordance with paragraphs 10.1, 10.2, 12.3 and 12.
General Distribution Rules. Except as provided in Section 8.2 hereof, all distributions to Members shall be made at such times and in such amounts as shall be determined by the Board. For purposes of this Article VIII, the term "Member" shall include an Assignee of a Member and their successors and assigns.
General Distribution Rules. The timing and amount of all distributions shall be in accordance with Section 6.10 and Article XI hereof. All distributions of cash shall be made to the Members shown on the records of the Company to have been Members on the date of the distribution. All distributions, upon request by a Member, shall be made by wire transfer in immediately available funds to such Member’s account specified in such request. Each Member understands that taxable income and gain allocated to such Member by the Company under this Agreement and the tax on the portion thereof allocated to such Member hereunder for any Year may exceed the cash distributions from the Company to such Member, such Member may have to look to sources other than distributions from the Company to pay such tax.
General Distribution Rules. Except as otherwise provided in this Article VIII, all distributions to Holders shall be made at such times and in such amounts as shall be determined by the Manager, subject to the provisions of this Article VIII. Notwithstanding the foregoing, to the extent any compensation paid to any Holder by the Company is determined by the Internal Revenue Service not to be a guaranteed payment under Code Section 707(c) or is not paid to the Holder other than in the Person’s capacity as a Holder within the meaning of Code Section 707(a), the Holder shall be specially allocated gross income of the Company in an amount equal to the amount of that compensation, and the Holder’s Capital Account shall be adjusted to reflect the payment of that compensation.
General Distribution Rules. Except as provided in Section 8.2 hereof, the Company shall distribute Available Cash pursuant to the terms hereunder to the
General Distribution Rules. (a) No Unitholder may compel a distribution in kind by the Company or may be compelled to accept a distribution of any asset in kind from the Company to the extent that the percentage of the asset distributed to it exceeds a percentage of that asset which is equal to the percentage in which it shares in distributions from the Company.
(b) The Company shall at all times be entitled to make payments with respect to any Unitholder in amounts required to discharge any obligation of the Company to withhold or make payments to any governmental authority with respect to any federal, state, local or other jurisdictional tax liability of such Unitholder arising as a result of such Unitholder's interest in the Company. Any such withholding payment shall be charged to the Capital Account of the Unitholder subject to such withholding and shall reduce the amounts otherwise distributable to such Unitholder hereunder.
(c) Except as otherwise provided herein, all distributions of Distributable Funds pursuant to this Article V shall be distributed to the Unitholders in proportion to their Units.
General Distribution Rules. Notwithstanding anything in this Article 9 to the contrary, no distributions shall be made in violation of the Act, including C.R.S. § 7-80-606. Moreover, except with the approval of a Three-Fourths Interest, no distribution shall be made that would jeopardize the Company’s status as an S Corporation.
5. Because of the limitations on the possible owners of an S corporation, the LLC will need additional transferability restrictions, similar to the following:
General Distribution Rules. Except as provided in Section 8.2 hereof and except with respect to Available Cash up to $8,500,000 which shall be distributed when received, the Company shall distribute Available Cash pursuant to the terms hereunder to the Members at such times as shall be determined by the Board. For purposes of this Article VIII, the term "Member" shall include an Assignee of a Member and their successors and assigns.
