as determined by a Majority of the Members. attorney's fees), judgments, fines, and amounts paid in settlement actually and without the prior written consent of a majority of the other nontransferring Except as otherwise provided in the section of this agreement relating to substitution, additional Members of the Company may be admitted only with the consent of all Members. 10.1 Indemnification. 2.1 Initial Members. Company will maintain its principal business office within the A dissociating Member will cease to be a Member upon the election of the other Members to cause the Company to purchase the dissociating Member’s interest pursuant to the section of this agreement relating to effect of member’s dissociation. As an example of the operation of this provision, if the Ownership Interest of a dissociating Member was 25% and there are three other Members, each with an Ownership Interest of 33-1/3% after the purchase of the dissociating Member’s Ownership Interest by the Company, each of the other Members would be required to grant the dissociating Member a security interest in an Ownership Interest of 8-1/3%. 3.1 Determination. with the suit, action, or arbitration, and in any appeals. of the Company commences on _____________________ [date] and shall continue that term or provision will be severed from this Agreement, the balance of the ______________________________________________________________________________________. A manager-managed LLC is a limited liability company in which one or more managers run the day-to-day operations of the business while the members take a more passive role. agreement between the Members with respect to the subject matter of this One of the main concerns here is whether the company will be Manager-Managed or Member-Managed. Testimonials contribution is as follows: NAME:                                            CONTRIBUTION:      % OWNERSHIP: ___________________________     successors, assigns, and representatives. If no personal representative has 5.4 Devotion of Time; Outside Activities. INDEMNIFICATION AND LIABILITY LIMITATION. Last Wills & Estates Any transfer in which the Transferee becomes a fully substituted Member is not or referred to or provided for in this Agreement. Agreement. Except as otherwise expressly provided in this Health Care, 350 Largest Law Firms or otherwise dispose of (collectively, "Transfer") an interest in the Company of this Agreement. 5.3  Withdrawal by a If (4) Indemnification: The LLC shall indemnify the Member and those authorized officers, agents, and employees of the LLC identified in writing by the Member as entitled to being indemnified under this section for all costs, losses, liabilities and damages paid or accrued by the Member (as the Member or officer, agent, or … 3.2 Allocation of Net Profits and Net Losses. At a minimum, the following must be maintained at the principal office of the Company: (a) financial statements for the three most recent fiscal years; (b) federal, state, and local income tax returns for the three most recent fiscal years; (c) a register showing the current names and addresses of the Members; (d) a copy of the Company’s articles of organization and any amendments thereto; (e) this agreement and any amendments thereto; (f) minutes of any meetings of Members; and (g) consents to action by Members. If property is distributed in kind, the difference between the fair market value of the property and its adjusted tax basis will, solely for the Company’s accounting purposes and to adjust the Members’ capital accounts, be treated as a gain or loss on the sale of the property and will be credited or charged to the Members’ capital accounts in the manner specified in the section of this agreement relating to capital accounts. expressly provided in this Agreement. year first above written. Member-managed LLCs are also less expensive to operate, thus they are popular choices … That amount will be final and binding on all parties and their respective appraiser within the next succeeding 30 days. Wyoming LLC Operating Agreement documents are used by the managers and members to outline the rules of the Wyoming LLC. 6.1 Books of Account. made and entered into effective, __________________________________________________________________________. If any Member has a negative balance in the Member’s capital account upon liquidation of the Company, the Member will have no obligation to make any contribution to the capital of the Company to make up the deficit, and the deficit will not be considered a debt owed to the Company or any other person for any purpose. State of Wyoming at the following address: any appellate courts, in which the matter is tried, heard, or decided. The appraiser must also consider appropriate minority interest, lack of marketability, and other discounts. 1.8  Admission of If an agreement on the purchase price is not reached within 30 days following the election to purchase the interest of the dissociating Member, the interest must be valued by a third party appraiser selected by the other Members who is reasonably acceptable to the dissociating Member, and the purchase price will be the value determined in that appraisal. $________________.  The description and each individual portion of this initial 1.1 Name. Personal In a manager-managed LLC, the members will surren… conformance with these provisions to the other Members. of the Member's interest in the Company (the "Interest") as follows: 8.2.1  The Member desiring Parties are as provided in this agreement may not be construed as a modification of any losses and deductions the. 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