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2.4 Liability to Third Parties. Except as otherwise
provided by the Act,[3] the debts, obligations and
liabilities of the Company, whether arising in contract,
tort, strict liability or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and no
Member or Manager of the Company shall be obligated
personally for any such debt, obligation or liability of the
Company solely by reason of being a Member or acting as a
Manager of the Company.
* * * * * * *
5.3 Liability of Members to the Company. A Member
shall be liable to the Company for capital contributions as
and to the extent provided by the Act.
* * * * * * *
7.1 Allocations of Profits and Losses. All profits
and losses of the Company (which for all purposes of this
Agreement shall mean the Company’s net income and net loss
as determined for federal income tax purposes) for each
fiscal year (or part thereof) shall be allocated to the
Members for both financial accounting and income tax
purposes in proportion to the number of Units held by each
respective Member. Each item of income, gain, loss,
deduction, credit or tax preference of the Company entering
into the computation of such profits or losses, or
applicable to the period during which any such profits or
losses were realized, shall be considered allocated between
the Members in the same proportion as profits and losses are
allocated to each Member. Profits and losses of the Company
shall be determined for each fiscal year in accordance with
the accounting method followed by the Company for federal
income tax purposes, applied in a consistent manner.
Mr. Forsythe also owns 70 percent (i.e., 28 of 40 shares) of
the outstanding shares of Indeck Energy Services, Inc. (Indeck
Energy). Indeck Energy was a C corporation in 1997 but elected
3 The operating agreement defines “Act” as “the Illinois
Limited Liability Company Act, effective January 1, 1994, as
amended from time to time.”
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Last modified: May 25, 2011