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(b) If,with respect to any real estate investment of the Company, the Company <br /> receives'notice from the mangers of such investment that an additional <br /> contributio'n,to such investment is required (an"Additional Investment <br /> Contribution"), each Member of the Company shall timely contribute to the <br /> Company his pro rata share of such Additional Investment Contribution, <br /> determined in accordance with his Percentage Interest. In the event that a <br /> Member(the"Defaulting Member") fails to make any payment or installment <br /> thereof,when due, of any contribution or other obligation under Section 3.8(b),, <br /> the remaining Members, acting through a majority of their Literests,may enforce <br /> such obligation in such manner as may be pennitted by law. Without limiting the <br /> generality of the foregoing, such Members may,in their sole discretion, (i) bring <br /> an action at law or in equity to enforce such obligation; (ii) assess interest on the <br /> unpaid amount at the highest rate of interest then being charged to the Company <br /> by any lender; and (iii)require the Defaulting Member,provided such default <br /> shall not theretofore have been cured,unconditionally mid irrevocably to assign to <br /> one or more of the remaining Members(determined in accordance with the next <br /> succeeding sentence hereof)that portion of the Defaulting Mernber's Interest that <br /> bears the same ratio to all of the Defaulting member's Interest as the remaining <br /> amount of unpaid contributions,whether due or not yet due, of the Defaulting <br /> member bears to the total amount of contributions,paid and unpaid,required to be <br /> made by the Defaulting Member. IF the General Partner requires assignment of <br /> all or a portion of a Defaulting Member's interest pursuant to subdivision(iii) <br /> above, each remaining Member shall have the right to acquire such Interest, <br /> determined as aforesaid,in the proportion that its Interest bears to the aggregate <br /> interests of the remaining Members who desire to participate in such purchase, <br /> (c) If the Board of Governors unanimously agrees, at a duly noticed and held Meeting <br /> of Governors,that additional Contributions are required, each Member shall be <br /> required to contribute additional Contributions. The Board of Govemors shall set <br /> the total amount of additional investment required, and each Member shall <br /> contribute according to his or her respective Member's Percentage Interest, <br /> ARTICLE IV <br /> TAX MATTERS <br /> 4.1 Tax Characterization and Returns, The Members acknowledge that the Company <br /> will be treated as a"corporation": for federal and Minnesota state income tax purposes. Within <br /> 90 days after the end of each fiscal year, the Company will deliver to each person who was a <br /> Member at any time during such fiscal year a Forrn K-1 and such other information,if any,with <br /> respect to the Company as may be necessary for the preparation of such Member's fedei al or <br /> state income tax (or information)returns, including a statement showing each Member's share of <br /> income, gain or loss and credits for such fiscal year for federal or state income tax purposes. <br /> ,4.2 Accounting Decisions. All decisions as to accounting matters shall be made by <br /> the Board or the members pursuant to Section 322B.606, subd. 2, of the Act. The Company may <br /> make or revoke such elections as maybe allowed pursuant to the Code,including the election <br /> referred to in Section 754 of the Code to adjust the basis of Company property. <br /> 4.3 Tax Matters Partner. The Board shall designate a Member to act on behalf of the <br /> Company as the "tax matters partner""within the meaning of Section 6231 (a) (7) of the Code, <br /> 4 <br />