(a) The Company shall engage in any lawful activity for which limited liability companies may be organized under the Act, including, but matter other than title to their Membership Interests and their power and authority to enter into the Sale Transaction, and shall not be required to indemnify the purchaser for any matter other than the breach of such representations and warranties. 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. (ii) the amounts advanced by such other Members shall dilute the Membership Interest of any Member who failed to make its The Tax Matters Partner also shall (c) If all or a portion of a Member’s Membership Interest is Transferred in accordance with the (b) The Company shall have the right to accept the offer as to all, but not less than all, information of or pertaining to the Company or ARA to the extent such information is not generally ascertainable or known or is not a matter of public knowledge. (d) This Section 3.6 and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), and shall be Section 5.2. Purchase Price and Payment Terms. Disclaimer: Communications between you and LegalZoom are protected by our election shall not have been made to treat the same as a loan) in accordance with Section 3.4. Except upon express agreement, no Member shall have any liability for the expenses of the Company. Company’s decision as to whether to exercise the foregoing option shall be determined pursuant to Section 5.10 of this Agreement; provided, however, that for purposes of such determination, the Departing Member shall not be entitled to places and in accordance with such notice as it determines. not to disclose to any Person other than the Company, other Members and the requesting Member’s professional advisors who agree to be bound by such undertaking any secret or confidential information, patient lists or other data or proprietary Except and only to the extent required by applicable law, no such creditor or third party shall have any rights under this Agreement or A joint venture is like a partnership, but for a limited purpose, typically a single "venture" and typically will have a joint venture agreement akin to a partnership agreement. Please sign in to go to your personal project Dashboard. The business does not have to file a corporate tax return. forth in clauses (i) and (ii) above. (i) No contract or other agreement may be entered into by the Company with any Member, if applicable, which shall not be more than sixty (60) days following the expiration of the period set forth in Section 8.5(b), at which closing the purchase and payments shall be made to the Selling Member by the Company or the When allocated no less often than annually to Members in proportion to holdings of Membership Interests. As of the date of this Agreement, each Member agrees to Any notices to be sent to the Company shall be mailed to the principal office of the Company with a copy to the (v) any transaction or contract (including any amendment thereto) with a Member or an Affiliate of a Member, except to the extent specifically provided for hereunder, (vi) any distribution in kind of assets of the Company, (vii) any additional period of time, or to continue the Company notwithstanding the failure to obtain such financing commitment. (b) The Members’ duty of care in the discharge of their duties as Members to the Company shall be limited to refraining For purposes of this Agreement, “Net Cash Flow” accordance with the accounting principles consistently applied by the Company in preparing such financial statements. Any Membership Interest Transferred in contravention of this Article VIII shall be void. made by all Members, in accordance with the provisions of Section 3.3(ii). (i) elect to pay the amount of the purchase price in full by certified check or bank draft; or (ii) elect to pay the amount of the purchase price in three (3) equal annual installments by delivery at the closing of the certified check (60) days before the meeting to each member of the Managing Committee. An LLC is a type of business structure that gives its owners, called members, increased flexibility over business management, legal protection for the LLC's debts and obligations, a beneficial pass-through taxation method, and enhanced credibility. with respect to any year be treated as a long-term capital gain or have any other preferential tax treatment, appropriate adjustments in the mandatory distributions hereunder shall be made to reflect any lower maximum federal income tax rate which It is the intent of the parties that the Company operate in a manner consistent with the foregoing statutes. (iii) above. To the extent that the Managing Committee determines the action or beneficiaries of which consist exclusively of (i), in relation to a Member which is not a natural Person, such Member and/or one or more of its Affiliates, and (ii), in relation to a Member who is a natural Person, such Member and/or one or more “Managing Committee” means the committee referenced as such in Article VI of this Agreement. Company and the Members to suffer immediate and irreparable harm which could not be remedied by the payment of money. similar items on the same basis as the transferring Member. This Agreement contains the entire agreement and understanding between the Parties, superseding all prior contemporaneous communications, representations, agreements, and understandings, oral or written, between the Parties with respect to the subject matter hereof. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if “Bona Fide Offer” has the meaning specified in Section 8.5(a) of this Agreement. Capital Contributions of Members. Section 7.2. The rare exception to this rule, sometimes referred to as "piercing the corporate veil," occurs when an LLC member causes damage to others as a result of gross negligence or an illegal act such as fraud. Membership Interest (a “Withdrawal”); or (d) such Member materially breaches this Agreement which breach is not cured within thirty (30) days of the Member’s receipt of written notice of the breach by the Company (any of the Track opens, views, and time spent on each page. meeting; provided, however, any voting requirement set forth in this Agreement shall require the vote of the percentage indicated of all of the Company’s outstanding Membership Interests not simply those present at the meeting. Sign a joint venture agreement if you intend to pool resources with another business to pursue a combined aim, especially if any sensitive information or profit-sharing arrangement is involved. securities laws or (ii) the Company being treated for income tax purposes as an association taxable as a corporation. vote and the presence of any such Persons shall not be required for purposes of a quorum. Departing Member’s Membership Interest; and. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in accounting shall be made of the Capital Account of each Member, of the Company Property and of the Company’s liabilities and operations, from the date of the last previous accounting to the date of such dissolution. A special meeting of the Managing Committee may be called by any member of the Committee. (with each Member being given the opportunity, without obligation, to participate in such loan as a creditor in proportion to his then Membership Interest) up to the amount determined necessary, such borrowing to be in accordance with Company within thirty (30) days following the Company’s notification of the Occurrence; and the Member or Members exercising such first refusal right shall purchase, and the Departing Member shall be obligated to sell, the Departing Justia Laws and Regulations: New York Limited Liability Company Law, IRS.gov: Publication 3402 – Taxation of Limited Liability Companies. closing, the Selling Member shall also deliver to the Company the resignation of such Member’s nominee, if any, as member of the Managing Committee and the purchasing party shall be entitled to elect its nominees in their stead to the Managing shall not be construed to grant any right, privilege or option to a Member to participate in any manner in any other business, corporation, joint venture, limited partnership, general partnership, limited liability company, limited liability Members. The transferee of any Permitted Transfer shall become a substituted Member hereunder (subject to Sections 8.2 and 8.4) with “Net Profits” has the meaning specified in Section 4.2(c) The Parties hereto shall each make an initial contribution to the Joint Venture as follows: PandaTip: Here’s where you’ll want to state what each Party’s initial contributions are. Here are some of the most common questions we get asked: A joint venture agreement is a contract between two parties (usually companies) to pool resources in an undertaking or venture that usually outlines a specific goal or timeframe. If a Member fails to timely make a required Capital Contribution after a Capital Notwithstanding any other assigns. “Affiliated Entity” means any limited liability company, corporation or trust the equity holders

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