10.1. SR 02-05-2018 - Laserfiche WebLink

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3.3 Allocation of Net Income and Net Losses. Unless the Members unanimously agree otherwise in a writing signed by all Members, Net Income and Net Losses shall be allocated annually among the Members in proportion to their Percentage Interests as reflected on Schedule C A. 3.4 Operating Distributions. Any distributions authorized by the Board other than Liquidating Distributions pursuant to Section 3.5 shall be distributed among the Members based on their Percentage Interests as reflected on Schedule A, provided, however, that the Board shall annually distribute cash to the members based on their Percentage Interests reflected on Schedule A in an amount equal to the Estimated Member Tax Liability, to the extent such a distribution is legally permitted. 3.5 Liouidating Distributions. If the Company is dissolved and (i) dissolution is not avoided under Section 5.1 and (ii) its business is being liquidated in accordance with Section 322B.873, subd. 1, the Company shall cease to carry on its business, except to the extent necessary for the winding up of the business of the Company. The Company shall thereafter be wound up and terminated as provided by the Act. All tangible or intangible property of the Company, including money remaining after the discharge of the debts, obligations, and liabilities of the Company shall be distributed to the Members as follows: (a) to the Members in proportion to, and to the extent of, the positive balances in their Capital Accounts; and, thereafter (b) to the Members in accordance with their Percentage Interests as set forth on 0 Schedule A. i 3.6 Voting. Members shall be entitled to vote on all matters in proportion to their Voting Interests as set forth on Schedule A. 3.7 Capital Accounts. A Capital Account shall be established for each Member and shall be maintained in accordance with Treasury Regulation § 1.704-1(b) (2) (iv). Any Member who shall receive any Membership Interest in the Company or whose Membership Interest shall be increased by means of the transfer to such Member of any financial interest in the Company from another Member shall have a Capital Account that has been appropriately adjusted to reflect such, transfer. No interest shall be paid by the Company on capital contributions or on balances in Member's Capital Accounts. 3.8 Additional CoWW Contributions. Other than as set forth in this Section 3.8, no Member shall have any obligation to make additional capital contributions to the Company or to fund, advance, or lend monies which may be necessary to pay deficits, if any, incurred by the Company during the term hereof. (a) Members may make loans to the Company from time to time, as authorized by the Board. Any payment or transfer accepted by the Company from a Member which is not a capital contribution complying with Section 3.1 or this Section 3.8 shall be deemed a loan and shall neither be treated as a contribution to the capital of the Company for any purpose hereunder, nor entitle such Member (as such) to any 0 increase in such Member's Percentage Interest. Any such loan shall be repaid at such times and with such interest (at rates not to exceed the maximum permitted by law) as the Board and the lending Member shall reasonably agree.