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significance of the language “no later than seventy-five (75)
days after the end of the taxable year” appearing in section
4.1.2 of MFV’s operating agreement that mandates the distribution
of MFV’s cash flow. We reject respondent’s reliance on that
language to change the unequivocal words of section 4.2.3 of
MFV’s operating agreement mandating the distribution of MFV’s
capital proceeds.
Section 4.1.2 of MFV’s operating agreement governs the
distribution of MFV’s cash flow “for each taxable year” of MFV.
Thus, that section cannot be implemented until a taxable year of
MFV has ended. It is only after the end of a taxable year that
cash flow and profit or loss from the ordinary course of MFV’s
operations for the taxable year may be computed, allocated, and
distributed as required by section 4.1 of MFV’s operating agree-
ment. Section 4.1.2 of MFV’s operating agreement ensures that
there will be enough time after the end of each taxable year, but
no more than 75 days after the end of each such year, within
which to make the computations, allocations, and distributions
for each such taxable year required by section 4.1 of MFV’s
operating agreement. There was no reason to add similar language
to section 4.2 of MFV’s operating agreement. That is because the
term “capital proceeds” is defined in section I of MFV’s operat-
ing agreement as “the gross receipts received by the Company from
a Capital Transaction.” As soon as each capital transaction of
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Last modified: March 27, 2008