- 32 -
approval of all the members of MFV.
Pursuant to section 4.1.1 of MFV’s operating agreement,26
profit or loss (other than profit or loss derived from a capital
transaction) for any taxable year was to be allocated to MFV’s
interest holders in proportion to their respective percentage
interests in MFV.
Pursuant to section 4.1.2 of MFV’s operating agreement, MFV
was required to make within 75 days after the end of each taxable
year distributions to MFV’s interest holders of MFV’s cash flow27
for the taxable year in proportion to such members’ respective
percentage interests in MFV.
Pursuant to section 4.2.1 and section 4.2.2 of MFV’s operat-
ing agreement,28 profit or loss from a capital transaction was to
26Section 4.1 of MFV’s operating agreement is titled “Dis-
tributions of Cash Flow and Allocations of Profit or Loss Other
than Capital Transactions.”
27The term “Cash Flow” is defined in section I of MFV’s
operating agreement to mean:
all cash funds derived from operations of the Company
(including interest received on reserves), without
reduction for any non-cash charges, but less cash funds
used to pay current operating expenses and to pay or
establish reasonable reserves for future expenses, debt
payments, capital improvements or replacements as
determined in the sole discretion of the General Man-
ager. Cash Flow shall not include Capital Proceeds but
shall be increased by the reduction of any reserve
previously established.
28Section 4.2 of MFV’s operating agreement is titled “Dis-
tribution of Capital Proceeds and Allocation of Profit or Loss
(continued...)
Page: Previous 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 Next
Last modified: March 27, 2008