Common use of Limitation Upon Distributions Clause in Contracts

Limitation Upon Distributions. A Distribution shall not be made to any Member pursuant to Section 8.2 if after the Distribution any of the following applies: (i) the Company would not be able to pay its debts as they become due in the ordinary course of the Company's activities, or (ii) the Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if any, if the Company were to be dissolved, wound up and terminated at the time of the Distribution, to satisfy the preferential rights upon dissolution, winding up and termination of any Members, if any, whose preferential rights are superior to the rights of the Members receiving the Distribution. A Distribution for purposes of this paragraph shall not include, without limitation, amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program. The effect of a Distribution for purposes of the preceding paragraph shall be measured and determined as of the applicable date or time specified in the Iowa Act, or if no such date or time is specified in the Iowa Act for the Distribution in question, as of the date the Distribution is declared. The Directors may base a determination that a Distribution is not prohibited under this Section on any financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other valuations or methods permitted by the Iowa Act or which are otherwise reasonable under the circumstances.

Limitation Upon Distributions. A Distribution shall not be made to any Member pursuant to Section 8.2 if after the Distribution any of the following applies: (i) the Company would not be able to pay its debts as they become due in the ordinary course of the Company's ’s activities, or (ii) the Company's ’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if any, if the Company were to be dissolved, wound up and terminated at the time of the Distribution, to satisfy the preferential rights upon dissolution, winding up and termination of any Members, if any, whose preferential rights are superior to the rights of the Members receiving the Distribution. A Distribution for purposes of this paragraph shall not include, without limitation, amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program. The effect of a Distribution for purposes of the preceding paragraph shall be measured and determined as of the applicable date or time specified in the Iowa Act, or if no such date or time is specified in the Iowa Act for the Distribution in question, as of the date the Distribution is declared. The Directors may base a determination that a Distribution is not prohibited under this Section on any financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other valuations or methods permitted by the Iowa Act or which are otherwise reasonable under the circumstances.