- 14 - 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 partPage: Previous 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 NextLast modified: November 10, 2007