Repayment of such debts will have priority over any other payments to Members. This liability will not entitle the lending Member to any increased share of the Company's profits nor to a greater voting power. This liability will be repaid with interest at such rates and times to be determined by a majority of the Members. Any advance of money to the Company by any Member in excess of the amounts provided for in this Agreement or subsequently agreed to, will be deemed a debt due from the Company rather than an increase in the Capital Contribution of the Member.In such case, the allocation of Net Profits or Losses and the distribution of assets on dissociation or dissolution will be adjusted accordingly.
However, if additional capital is determined to be required and an individual Member is unwilling or unable to meet the additional contribution requirement within a reasonable period, and where the Company consists of two or more Members, the remaining Members may contribute in proportion to their existing Capital Contributions to resolve the amount in default. Capital Contributions may be amended from time to time, according to the business needs of the Company.This option is in addition to and not in lieu of any others rights, including the right to specific performance that the Company may have against the Member. If a Member does not make the Capital Contribution when it is due, he is obligated at the option of any remaining Members to contribute cash equal to the agreed value of the Capital Contribution. A Member's obligation to make their required Capital Contribution can only be compromised or released with the consent of all remaining Members or as otherwise provided in this Agreement.Where the Company consists of two or more Members, no Member will withdraw any portion of their Capital Contribution without the unanimous consent of the other Members.A Member's Interest in the Company will be considered personal property.Where the Company consists of two or more Members, no Member will have priority over any other Member for the distribution of Net Profits or Losses.Subject to the other provisions of this Agreement, the Net Profits or Losses, for both accounting and tax purposes, will accrue to and be borne by the sole Member: _ of _.The Member agrees to make the Initial Contributions to the Company in full, according to the following terms: The following table shows the Initial Contributions of the Member.The Principal Office of the Company will be located at _ or such other place as the Member may from time to time designate.The Company will continue until terminated as provided in this Agreement or may dissolve under conditions provided in the Act.While the Company consists only of one Member, any reference in this Agreement to two or more Members and that requires the majority consent or unanimous consent of Members, or that requires a certain percentage vote of Members, should be interpreted as only requiring the consent or vote of the sole Member.*** (the "Act") except as otherwise provided in this agreement. The rights and obligations of the Member will be as stated in *** Please select a state in the Governing Law section. By this Agreement, the Member forms a Limited Liability Company (the "Company") in accordance with the laws of the State of.
IN CONSIDERATION OF and as a condition of the Member entering into this Agreement and other valuable consideration, the receipt and sufficiency of which is acknowledged, the Member agrees as follows:
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