- 33 -
be allocated to MFV’s interest holders in proportion to their
respective capital accounts.
Pursuant to section 4.2.3 of MFV’s operating agreement,
“Capital Proceeds [i.e., gross receipts from a capital transac-
tion] shall be distributed” in proportion to the respective
capital accounts of MFV’s interest holders after the payment of
all expenses incident to the capital transaction, the payment of
debts and liabilities due and outstanding, and the establishment
of any reserves that MFV’s general manager deemed necessary for
MFV’s liabilities or obligations.
Pursuant to section 4.5.1 of MFV’s operating agreement,29
except as otherwise provided in that agreement, “the timing and
the amount of all distributions shall be determined by the
Members holding a majority of the Percentages then outstanding.”
Pursuant to section 7.1.2 of MFV’s operating agreement, the
occurrence of a so-called involuntary withdrawal of a member,
which included the death of a member, was to cause MFV to be
dissolved unless the remaining members of MFV unanimously were to
elect to continue MFV’s business pursuant to the terms of MFV’s
operating agreement.
28(...continued)
from Capital Transactions.”
29Section 4.5 of MFV’s operating agreement is titled
“General.”
Page: Previous 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 Next
Last modified: March 27, 2008