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. (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 Members, if any, upon dissolution that are superior to the rights of the Member receiving the distribution. B. The Manager 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. (iii) Any other method that is reasonable in the circumstances. Except as provided in Section 48-5-405 of the Utah Limited Liability Company Act, the effect of a distribution is measured as of the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization, or the date payment is made if it occurs more than one hundred twenty (120) days of the date of authorization. C. A Member or Manager who knowingly and intentionally votes for a distribution in violation of this Agreement or the Act 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 Section 6.3B or Section 10.

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. (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 needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Members, if any, upon dissolution that are superior to the rights of the Member receiving the distribution. B. The Manager Managers 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. (iii) Any other method that is reasonable in the circumstances. Except as Unless otherwise provided in Section 48-5-405 of by the Utah Limited Liability Company Act, the effect of a distribution is measured as of the date the distribution is authorized if the payment occurs within one hundred twenty (120) 120 days after the date of authorization, or the date payment is made if it occurs more than one hundred twenty (120) 120 days of the date of authorization. C. A Member or Manager who knowingly and intentionally votes for a distribution in violation of this Agreement or the Act 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 Section 6.3B 6.7 B or Section 10.

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 total assets would be less than the sum Sam of its total liabilities liabilitxxx 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 Members, if any, upon dissolution that are superior to the rights of the Member receiving the distribution. B. (b) The Manager 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. Except as provided in Corporations Code Section 48-5-405 of the Utah Limited Liability Company Act17254(e), the effect of a distribution is measured as of the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization, or the date payment is made if it occurs more than one hundred twenty (120) days of the date of authorization. C. (c) A Member or Manager who knowingly and intentionally votes for a distribution in violation of this Agreement or the Act 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 Section 6.3B or Section 10.this Paragraph 17.07

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 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 Members, if any, upon dissolution that are superior to the rights of the Member receiving the distribution. B. (b) The Manager 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. Except as provided in Corporations Code Section 48-5-405 of the Utah Limited Liability Company Act17254(e), the effect of a distribution is measured as of the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization, or the date payment is made if it occurs more than one hundred twenty (120) days of the date of authorization. C. (c) A Member or Manager who knowingly and intentionally votes for a distribution in violation of this Agreement or the Act 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 Section 6.3B or Section 10.this Paragraph 17.07