Prohibition Against Unlawful Distributions Sample Clauses

Prohibition Against Unlawful Distributions. The LLC shall make no unlawful distribution of its assets to any Member. A distribution shall be an unlawful distribution within the meaning of this Agreement in either of the following circumstances: (i) a distribution shall be an unlawful distribution if, immediately after the distribution, the sum of the LLC’s liabilities would exceed the aggregate fair market value of its assets (the “Net Worth Test”); and (ii) a distribution shall be an unlawful distribution if, as a result of the distribution, the LLC would be unable to pay its reasonably foreseeable obligations as they become due (the “Solvency Test”). A Commented [CM13]: While Members may be liable to creditors regardless of whether they knew distributions were unlawful, the operating agreement is designed to protect the Members so that Members cannot be dissociated unless the Members were shown to know of the illegality by clear and convincing evidence. Manager who willfully and intentionally authorizes an unlawful distribution and Members who willfully and intentionally receive such a distribution shall be liable as provided in the LLC Act. The parties acknowledge and agree that Members of the LLC may rely upon the Manager and professionals retained by the LLC to determine when distributions would be deemed unlawful. Members shall be deemed and presumed to be without knowledge as to whether or not a distribution is unlawful, and any reversal of such presumption shall be made only upon a showing by clear and convincing evidence. Members who have received distributions, and no showing has been made by clear and convincing evidence that the Member knew the distribution was unlawful, shall be entitled to indemnification from the LLC – that is to say that the LLC shall indemnify, defend and hold harmless such Members in connection with claims by any third party, government agency, or otherwise, which alleges an unlawful distribution and seeks damages or the imposition of penalties in connection with the same. Commented [CM14]: LLC Members commonly consider and identify a “Capital Fund”. As a result, the Members frequently agree to establish a savings goal to be met prior to any dividends or other types of distributions. The operating agreement (for both the unanimous consent model and the majority rules model) is currently written so that unanimous consent is required to change this Capital Fund.
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Prohibition Against Unlawful Distributions 

Related to Prohibition Against Unlawful Distributions

  • Prohibition Against Discrimination It is the policy of the State to prohibit discrimination in employment against any employee or applicant for employment because of race, age, color, religion, creed, sex (including pregnancy), sexual orientation, political affiliation, country of national origin, ancestry, genetic information, gender identity or expression, mental or physical disability, marital status, or labor organization affiliations, and to promote and implement a positive and continuing program of equal employment opportunity. It is the policy of the Union that it shall not discriminate against any employee or cause or attempt to cause the State to discriminate against any employee because of race, age, color, religion, creed, sex, sexual orientation, political affiliation, country of national origin, ancestry, genetic information, gender identity or expression, mental or physical disability, marital status or labor or organization affiliation.

  • XXXXX-XXXXX AND RELATED ACT PROVISIONS This section is applicable to all Federal-aid construction projects exceeding $2,000 and to all related subcontracts and lower-tier subcontracts (regardless of subcontract size). The requirements apply to all projects located within the right-of- way of a roadway that is functionally classified as Federal-aid highway. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. Contracting agencies may elect to apply these requirements to other projects. The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 “Contract provisions and related matters” with minor revisions to conform to the FHWA- 1273 format and FHWA program requirements.

  • Invoicing for Charges Against the Judicial Council’s Master Account A. The Contractor shall establish a Master Account for the Judicial Council’s charges provided for under the exhibits of this Agreement.

  • Prohibition Against Contingent Fees As required pursuant to O.C.G.A. §50-22-6(d), the Design Professional warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for its, to solicit or secure this contract and that he has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for its, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or the making of this Contract.

  • PROHIBITION AGAINST INDUCEMENT OR PERSUASION Notwithstanding the above, the Contractor and the County agree that, during the term of this Master Agreement and for a period of one year thereafter, neither party shall in any way intentionally induce or persuade any employee of one party to become an employee or agent of the other party. No bar exists against any hiring action initiated through a public announcement.

  • CRIMES AGAINST CHILDREN In accordance with RCW 28A.400.330, employees, agents, and contractors of the NWESD and District are prohibited from working at a public school if they have or may have contact with children at a public school during the course of their employment and have pleaded guilty to or been convicted of the crimes identified in RCW 28A.400.322. Any failure to comply with this section shall be grounds for the District immediately terminating the contract.

  • PLEDGE AGAINST DISCRIMINATION AND COERCION A. The provisions of this Agreement shall be applied equally to all full time employees in the bargaining unit without discrimination as to age, sex, marital status, race, color, creed, national origin, member- ship or non-membership in the Union or political affiliation. The Union shall share equally with the Employer the responsibility for applying this provision of this Agreement.

  • Prohibition on Political Activity with City Funds In accordance with San Francisco Administrative Code Chapter 12.G, Contractor may not participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure (collectively, “Political Activity”) in the performance of the services provided under this Agreement. Contractor agrees to comply with San Francisco Administrative Code Chapter 12.G and any implementing rules and regulations promulgated by the City’s Controller. The terms and provisions of Chapter 12.G are incorporated herein by this reference. In the event Contractor violates the provisions of this section, the City may, in addition to any other rights or remedies available hereunder, (i) terminate this Agreement, and (ii) prohibit Contractor from bidding on or receiving any new City contract for a period of two (2) years. The Controller will not consider Contractor’s use of profit as a violation of this section.

  • Claims Against the School District It is understood that the School District's only obligation is to purchase an insurance policy and pay such amounts as agreed to herein and no claim shall be made against the School District as a result of a denial of insurance benefits by an insurance carrier.

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

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