Common use of Restriction on Distributions Clause in Contracts

Restriction on Distributions. (a) No distribution shall be made if, after giving effect to the distribution: (i) The Company would not be able to pay its debts as they become due in the usual course of business; or (ii) The Company’s total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Member(s), if any, upon dissolution that are superior to the rights of the Member receiving the distribution. (b) The Member(s) may base a determination that a distribution is not prohibited on any of the following: (i) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; (ii) A fair valuation; or (iii) Any other method that is reasonable in the circumstances. The effect of a distribution is to be measured as of the date the distribution is authorized if the payment is to occur within 30 days after the date of authorization, or the date payment is made if it is to occur more than 30 days after the date of authorization. (c) A Member who votes for a distribution in violation of this Agreement or the Act shall be personally liable to the Company for the amount of the distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member did not act in compliance with this Section 6.3. Any Member who is so liable shall be entitled to compel contribution from (i) each other Member who also is so liable, and (ii) each Member for the amount such Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement or the Act.

Restriction on Distributions. (a) 6.7.1 No distribution shall be made if, after giving effect to the distribution: : (ia) The the Company would not be able to pay its debts as they become due in the usual course of business; or (iib) The the Company’s 's ability to effect its business plan over the following twelve months would be impaired; or (c) the Company's total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, needed if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Member(s)Members, if any, upon dissolution that are superior to the rights of the Member receiving the distribution. (b) 6.7.2 The Member(s) Manager may base a determination that a distribution is not prohibited on any of the following: : (ia) Financial financial statements prepared on the basis of generally accepted accounting practices and principles that are reasonable in then generally employed by the circumstances; Company; (iib) A a determination of fair valuationmarket value by a qualified unrelated third party or, if agreed to by the Members holding 100% of the Voting Interests, by the Manager; or or (iiic) Any any other method that is reasonable in the circumstancescircumstances and agreed to by Members holding 100% of the Voting Interests. The effect of a distribution is to be measured as of the date the distribution is authorized if the payment is to occur occurs within 30 120 days after the date of authorization, or the date payment is made if it is to occur occurs more than 30 120 days after of the date of authorization. (c) 6.7.3 A Member or Manager who votes for a distribution in violation of this Agreement or the Act shall be is personally liable to the Company for the amount of the distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member or Manager did not act in compliance with this Section 6.3. Any Member who is so liable shall be entitled to compel contribution from (i) each other Member who also is so liable, and (ii) each Member for the amount such Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement 6.7.2 or the Act.Section

Restriction on Distributions. (a) No distribution shall be made if, after giving effect to the distribution: : (ia) The Company the LLC would not be able to pay its debts as they become due in the usual course of business; or , including, without limitation, any and all senior debt, equipment financing debt, general operating expenses (iiincluding, without limitation, management and professional service fees), and any and all desired and appropriate capital reserves, or (b) The Companythe LLC’s total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, needed if the Company LLC were to be dissolved at the time of the distribution, distribution to satisfy the preferential rights of other Member(s)Members, if any, upon on dissolution that are superior to the rights of the Member receiving the distribution. (b) 6.7.1. The Member(s) Manager may base a determination that a distribution is not prohibited on any of the following: (ia) Financial financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; , (iib) A a fair valuation; or , or (iiic) Any any other method that is reasonable in the circumstances. The Except as required by law, the effect of a distribution is to be measured as of the date the distribution it is authorized if the payment is to occur occurs within 30 120 days after the date of authorization, or the date payment is made if it is to occur occurs more than 30 120 days after of the date of authorization. (c) 6.7.2. A Member who votes or Manager voting for a distribution in violation of this Agreement or the Act shall be is personally liable to the Company LLC for the amount of the distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member or Manager did not act in compliance with this Section 6.36.7.1 above or Section 11.4 below. Any Member or Manager who is so liable shall be entitled to compel contribution from (ia) each other Member or Manager who also is so liable, liable and (iib) each Member for the amount such the Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement or the Act.

Restriction on Distributions. (a) A. No distribution shall be made if, after giving effect to the distribution: (i) The Company would not be able to pay its debts as they become due in the usual course of business; or (ii) The Company’s 's total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Member(s)Members, if any, upon dissolution that are superior to the rights of the Member receiving the this distribution. (b) B. The Member(s) Managers may base a determination that a distribution is not prohibited on any of the following: (i) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; (ii) A fair valuation; valuation-, or (iii) Any other method that is reasonable in the circumstances. The Except as provided in Corporations Code Section 17254(e), the effect of a distribution is to be measured as of the date the distribution is authorized if the payment is to occur occurs within 30 120 days after the date of authorization, or the date payment is made if it is to occur occurs more than 30 120 days after of the date of authorization. (c) C. A Member or Manager who votes for a distribution in violation of this Agreement or the Act shall be is personally liable to the Company for the amount of the distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member or Manager did not act in compliance with this Section 6.317.07 or those sections of the Act relating to dissolution. Any Member or Manager who is so liable shall be entitled to compel contribution from (i) each other Member or Manager who also is so liable, liable and (ii) each Member for the amount such the Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement or the Act.

Restriction on Distributions. (a) A. No distribution shall will be made if, after giving effect to the distribution: (i) The Company would not be able to pay its debts as they become due in the usual course of business; or. (ii) The Company’s total assets Property would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Member(s)Members, if any, upon dissolution that dissolution, which rights are superior to the rights of the Member receiving the distribution. (b) B. The Member(s) Manager may base a determination that a distribution is not prohibited on any of the following: (i) Financial statements prepared on the basis bases of accounting practices and principles that are reasonable in the circumstances;. (ii) A fair valuation; or. (iii) Any other method that is reasonable in the circumstances. The Except as provided in Section 17704.05(c) of the Corporations Code, the effect of a distribution is to be measured as of the date the distribution is authorized if the payment is to occur occurs within 30 120 days after the date of authorization, or the date payment is made if it is to occur occurs more than 30 120 days after of the date of authorization. (c) C. A Member or Manager who votes for a distribution in violation of this Agreement or the Act shall be is personally liable to the Company for the amount of the distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member or Manager did not act in compliance with this Section 6.3Sections 6.4, 6.5, or 10.5. Any Member or Manager who is so liable shall will be entitled to compel contribution from (i) each other Member or Manager who also is so liable, liable and (ii) each Member for the amount such the Member received with knowledge of facts indicating that the distribution was made in violation of this the Agreement or the Act.

Restriction on Distributions. (a) No distribution Distribution shall be made if, after giving effect to the distributionDistribution: (i) The Company would not be able to pay its debts as they become due in the usual course of business; or (ii) The Company’s 's total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of the distributionDistribution, to satisfy the preferential rights of other Member(s)Members, if any, upon dissolution that are superior to the rights of the Member receiving the distributionDistribution. (b) The Member(s) Manager may base a determination that a distribution Distribution is not prohibited hereunder on any of the following: (i) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; (ii) A fair valuation; or (iii) Any other method that is reasonable in the circumstances. The effect of a distribution Distribution is to be measured as of the date the distribution Distribution is authorized if the payment is to occur occurs within 30 120 days after the date of authorization, or the date payment is made if it is to occur occurs more than 30 120 days after of the date of authorization. (c) A Member or Manager who votes for a distribution Distribution in violation of this Agreement or the Act shall be is personally liable to the Company for the amount of the distribution Distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member or Manager did not act in compliance with this Section 6.3. Any Member who is so liable shall be entitled to compel contribution from (i6.14(b) each other Member who also is so liable, and (ii) each Member for the amount such Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement or the Act.Section

Restriction on Distributions. (a) a. No distribution shall be made if, after giving effect to the distribution: (i1) The Company would not be able to pay its debts as they become due in the usual course of business; or (ii2) The Company’s total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of any other Member(s)Members, if any, upon dissolution that are superior to the rights of the Member receiving the distribution. (b) b. The Member(s) Board of Managers may base a determination that a distribution is not prohibited on any of the following: (i1) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; (ii2) A fair valuationmarket valuation prepared by a qualified appraiser; or (iii3) Any any other method that is reasonable in under the circumstances. The Except as provided in the Act, the effect of a distribution is to be measured as of the date the distribution is authorized if the payment is to occur occurs within 30 one hundred twenty (120) days after the date of authorization, or the date payment is made if it is to occur occurs more than 30 one hundred twenty days (120) after the date of authorization. (c) c. A Member or any Manager who votes for a distribution in violation of this Agreement or the Act shall be is personally liable to the Company for the amount of the distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member or the Manager did not act in compliance with this Section 6.35.6(b), above. Any Member who is so liable shall be entitled to compel contribution from (i) each other Member who is also is so liable, and (ii) each Member for the amount such the Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement or the Act.

Restriction on Distributions. (a) No distribution shall be made if, after giving effect to the distribution: (i) The Company would not be able to pay its debts as they become due in due·in the usual course of business; or (ii) The Company’s total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Member(s), if any, upon dissolution that are superior to the rights of the Member receiving the distribution. (b) The Member(s) may base a determination that a distribution is not prohibited on any of the following: (i) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; (ii) A fair valuation; or (iii) Any other method that is reasonable in the circumstances. The effect of a distribution is to be measured as of the date the distribution is authorized if the payment is to occur within 30 days after the date of authorization, or the date payment is made if it is to occur more than 30 days after the date of authorization. (c) A Member who votes for a distribution in violation of this Agreement or the Act shall be personally liable to the Company for the amount of the distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member did not act in compliance with this Section 6.3. Any Member who is so liable shall be entitled to compel contribution from (i) each other Member who also is so liable, and (ii) each Member for the amount such Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement or the Act.

Restriction on Distributions. (a) A. No distribution shall be made if, after giving effect to the distribution: (i) The Company would not be able to pay its debts as they become due in the usual course of business; or. (ii) The Company’s 's total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Member(s)Members, if any, upon dissolution that are superior to the rights of the Member receiving the distribution. (b) B. The Member(s) Manager may base a determination that a distribution is not prohibited on any of the following: (i) Financial statements statement prepared on the basis of accounting practices and principles that are reasonable in the circumstances;. (ii) A fair valuation; or. (iii) Any other method that is reasonable in the circumstances. The Unless otherwise provided by the Corporations Code, the effect of a distribution is to be measured as of the date the distribution is authorized if the payment is to occur occurs within 30 120 days after the date of authorization, or the date payment is made if it is to occur occurs more than 30 120 days after of the date of authorization. (c) C. A Member or Manager who votes for a distribution in violation of this Agreement or the Act shall be is personally liable to the Company for the amount of the distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member or Manager did not act in compliance with this Section 6.3. Any Member who is so liable shall be entitled to compel contribution from (i) each other Member who also is so liable, and (ii) each Member for the amount such Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement 6.7 B or the ActSection 10.

Restriction on Distributions. (a) No distribution Distribution shall be made if, after giving effect to the distributionDistribution: (i) The Company would not be able to pay its debts as they become due in the usual course of business; or (ii) The Company’s 's total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of the distributionDistribution, to satisfy the preferential rights of other Member(s)Members, if any, upon dissolution that are superior to the rights of the Member receiving the distributionDistribution. (b) The Member(s) Manager may base a determination that a distribution Distribution is not prohibited hereunder on any of the following: (i) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; (ii) A fair valuation; or (iii) Any other method that is reasonable in the circumstances. The effect of a distribution Distribution is to be measured as of the date the distribution Distribution is authorized if the payment is to occur occurs within 30 120 days after the date of authorization, or the date payment is made if it is to occur occurs more than 30 120 days after of the date of authorization. (c) A Member or Manager who votes for a distribution Distribution in violation of this Agreement or the Act shall be is personally liable to the Company for the amount of the distribution Distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member or Manager did not act in compliance with this Section 6.3. Any Member who is so liable shall be entitled to compel contribution from (i6.14(b) each other Member who also is so liable, and (ii) each Member for the amount such Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement or the ActSection 10.

Restriction on Distributions. (a) 7.6.1 No distribution to Members shall be made unless all loans and advances from Members plus any accrued interest thereon shall have been repaid in full. 7.6.2 No distribution shall be made if, after giving effect to the distribution: (i) 7.6.2.1 The Company would not be able to pay its debts as they become due in the usual course of business; or (ii) 7.6.2.2 The Company’s total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Member(s)Members, if any, upon dissolution that are superior to the rights of the Member receiving the distribution. (b) 7.6.3 The Member(s) Managers may base a determination that a distribution is not prohibited on any of the following: (i) Financial 7.6.3.1 The Company’s financial statements prepared on the basis of accounting practices and principles that are reasonable in under the circumstances; (ii) 7.6.3.2 A fair valuation; or (iii) 7.6.3.3 Any other method that is reasonable in the circumstances. The effect of a distribution is to shall be measured as of the date the distribution is authorized if the payment is to occur occurs within 30 120 days after the date of authorization, or the date payment is made if it is to occur occurs more than 30 120 days after of the date of authorization. (c) 7.6.4 A Manager or a Member who votes for a distribution in violation of this Agreement or the Act shall be is personally liable to the Company for the amount of the distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the such Manager or Member did not act in compliance with this Section 6.37.7 or Section 10.4. Any A Manager or any Member who is so liable shall be entitled to compel contribution from (i) each other Member or the Managers, as applicable, who also is so liable, liable and (ii) each other Member for the amount such the Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement or the Act.