Common use of Involuntary Withdrawals Clause in Contracts

Involuntary Withdrawals. (a) The Managing Member shall have the right, but shall not be obligated, to terminate the participation of a Non-Managing Member in the Company in whole or in part at any time without notice (i) if the Managing Member reasonably believes that such Non-Managing Member acquired an interest in the Company as a result of a misrepresentation, or (ii) if such Non-Managing Member’s continued participation in the Company may, in the reasonable judgment of the Managing Member, put the Company or its other Non-Managing Members at a material tax, legal, regulatory, or pecuniary disadvantage including, by way of example and without limitation: (A) causing non-compliance with any matter set forth in Section 2.03., (B) causing a violation under any law or any contractual provision to which the Company or its property or the Managing Member is subject; or (C) causing the Company to be in violation of (in the reasonable judgment of the Managing Member), to potentially violate or otherwise cause concerns under, the anti-money laundering program and related responsibilities of the Company or the Managing Member. In addition to the foregoing, the Managing Member shall have the right, but shall not be obligated, to terminate the participation of a Non-Managing Member in the Company in whole or in part at any time upon ninety (90) days’ prior written notice if such Non-Managing Member’s continued participation in the Company would, in the reasonable judgment of the Managing Member, put the Company or its other Non-Managing Members at a material administrative disadvantage. No such involuntary withdrawal shall give rise to any claim or cause of action by any Non-Managing Member. The Member receiving such notice shall be treated for all purposes and in all respects as a Member who has requested withdrawal of all of its Capital Accounts under Section 4.03. (b) Where the value of a Non-Managing Member’s capital account is less than $500,000.00 and the Managing Member decides to exercise its right to require the withdrawal of such Non-Managing Member, the Managing Member shall notify the Non-Managing Member in writing and allow such Non-Managing Member thirty (30) days to make an additional Capital Contribution to meet the minimum requirement. Partial withdrawals may be refused, in the sole and absolute discretion of the Managing Member, if, as a result of such withdrawal, the balance of a Non-Managing Member’s Capital Account will be less than $500,000.00.