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Article 8 of the LLC operating agreement governs
“Allocations and Distributions”. Section 8.5, entitled “Interim
Distributions”, provides in pertinent part as follows:
To the extent * * * [cash in excess of current and
anticipated needs] exists, the Members * * * may make
Distributions to the Members in accordance with their
Membership Interests. Such distributions shall be in
cash or Property (which need not be distributed
proportionately) or partly in both, as determined by
the Manager.
Article 10 of the agreement is entitled “Disposition of
Membership Interests”. Section 10.1 provides: “No Membership
Interest of the * * * [LLC] shall be Disposed, except as
hereinafter provided in this Article 10.” Section 10.2.1,
governing voluntary dispositions of membership interests,
provides in pertinent part: “Any Member who desires voluntarily
to Dispose of the Membership Interest * * * owned by him in the
* * * [LLC] shall give the Manager * * * written notice of his
intent and the terms of such proposed Disposition.” Section 10.3
gives the LLC an overall 90-day right of first refusal to
purchase or to designate a purchaser for the selling member’s
interest at a designated purchase price. Section 10.5 provides
that the closing of a sale of a membership interest must occur no
later [earlier?] than 90 days after the giving of written notice
of the sale required in section 10.2. Section 10.7 states: “Any
attempted Disposition of a Membership Interest, or any part
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Last modified: November 10, 2007