10.1. SR 02-05-2018 - Laserfiche WebLink

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ARTICLE IV TAX MATTERS 4.1 Tax Characterization and Returns. The Members acknowledge that the Company will be treated as a "corporation": for federal and Minnesota state income tax purposes. Within 90 days after the end of each fiscal year, the Company will deliver to each person who was a Member at any time during such fiscal year a Form K-1 and such other information, if any, with respect to the Company as may be necessary for the preparation of such Member's federal or state income tax (or information) returns, including a statement showing each Member's share of income, gain or loss and credits for such fiscal year for federal or state income tax purposes. 4.2 Accounting Decisions. All decisions as to accounting matters shall be made by the Board or the members pursuant to Section 322B.606, subd. 2, of the Act. The Company may make or revoke such elections as may be allowed pursuant to the Code, including the election referred to in Section 754 of the Code to adjust the basis of Company property. O 4.3 Tax Matters Partner. The Board shall designate a Member to act on behalf of the Company as the "tax matters partner" within the meaning of Section 6231 (a) (7) of the Code. (b) If, with respect to any real estate investment of the Company, the Company receives. notice from the mangers of such investment that an additional contribution to such investment is required (an "Additional Investment �- Contribution"), each Member of the Company shall timely contribute to the Company his pro rata share of such Additional Investment Contribution, determined in accordance with his Percentage Interest. In the event that a Member (the "Defaulting Member") fails to make any payment, or installment thereof, when due, of any contribution or other obligation under Section 3.8(b), the remaining Members, acting through a majority of their Interests, may enforce such obligation in such manner as may be permitted by law. Without limiting the generality of the foregoing, such Members may, in their sole discretion, (i) bring an action at law or in equity to enforce such obligation; (ii) assess interest on the unpaid amount at the highest rate of interest then being charged to the Company by any lender; and (iii) require the Defaulting Member, provided such default shall not theretofore have been cured, unconditionally and irrevocably to assign to one or more of the remaining Members (determined in accordance with the next succeeding sentence hereof) that portion of the Defaulting Member's Interest that bears the same ratio to all of the Defaulting member's Interest as the remaining amount of unpaid contributions, whether due or not yet due, of the Defaulting member bears to the total amount of contributions, paid and unpaid, required to be made by the Defaulting Member. IF the General Partner requires assignment of all or a portion of a Defaulting Member's Interest pursuant to subdivision (iii) above, each remaining Member shall have the right to acquire such Interest, determined as aforesaid, in the proportion that its Interest bears to the aggregate C' Interests of the remaining Members who desire to participate in such purchase. (c) If the Board of Governors unanimously agrees, at a duly noticed and held Meeting of Governors, that additional Contributions are required, each Member shall be required to contribute additional Contributions. The Board of Governors shall set the total amount of additional investment required, and each Member shall contribute according to his or her respective Member's Percentage Interest. ARTICLE IV TAX MATTERS 4.1 Tax Characterization and Returns. The Members acknowledge that the Company will be treated as a "corporation": for federal and Minnesota state income tax purposes. Within 90 days after the end of each fiscal year, the Company will deliver to each person who was a Member at any time during such fiscal year a Form K-1 and such other information, if any, with respect to the Company as may be necessary for the preparation of such Member's federal or state income tax (or information) returns, including a statement showing each Member's share of income, gain or loss and credits for such fiscal year for federal or state income tax purposes. 4.2 Accounting Decisions. All decisions as to accounting matters shall be made by the Board or the members pursuant to Section 322B.606, subd. 2, of the Act. The Company may make or revoke such elections as may be allowed pursuant to the Code, including the election referred to in Section 754 of the Code to adjust the basis of Company property. O 4.3 Tax Matters Partner. The Board shall designate a Member to act on behalf of the Company as the "tax matters partner" within the meaning of Section 6231 (a) (7) of the Code.