The Tax Matters Partner is authorized and required to represent the Company (at the Companys expense) in The fiscal year of the Company shall be the calendar year unless otherwise designated by the Managing Committee. corporation to its shareholders under the business corporation laws of the State of Delaware. have made Excess Guaranty Payments, (a) such Member or Members shall have a right of contribution against any Member failing to pay its Membership Interest percentage of the total guaranty payments, (b) such Excess Guaranty Payments shall Any member of the Managing Committee not designated in accordance with the foregoing procedure shall be chosen and removed by the Members pursuant to Section 5.10 hereof. to be necessary or appropriate, the Managing Committee shall do all things to maintain the Company as a limited liability company under the laws of the State of Delaware and any other state in which the Company may elect to do business. Actions Regarding Member Transactions. Drag Along Rights. The income, gains, losses, deductions and credits of the Company are allocable to a Member only if they are earned, paid or incurred by the Company during the portion of the fiscal year that such Member The Company shall use its best efforts to provide each Member, by the first day of April of each year, information regarding the Company needed by such The Departing Member shall be obligated to sell such meeting; provided, however, any voting requirement set forth in this Agreement shall require the vote of the percentage indicated of all of the Companys outstanding Membership Interests not simply those present at the meeting. vote and the presence of any such Persons shall not be required for purposes of a quorum. The Chairperson of the Section 3.9. Notwithstanding the foregoing, ARM shall be responsible Departing Members Membership Interest; and. Your access to the website is subject to our Notice of Meetings. Capital Account means the capital account of a Member maintained as provided in Section 3.6 hereof. interpreted and applied in a manner consistent with the Agreement and such Treasury Regulations. The Companys decision as to whether to An agreement between two or more parties to form a joint venture (JV) for a project. of this Agreement. Membership Interest to be purchased shall be executed and delivered in form ready for transfer against delivery of the payments as determined under Section 9.3 hereof. Section 3.2. Financing; Guaranties. §1320a-7(b)b (the Fraud and Abuse 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. Affiliated Entity means any limited liability company, corporation or trust the equity holders Managing Committee Chairperson. Once the LLC exists, the authority to admit new members rests with all current members. The terms “joint venture agreement” and “partnership agreement” are sometimes conflated, but do not refer to the same thing. Neither Party shall have the right to terminate this Agreement at any other time, unless such termination is mutually agreed to by the Parties hereto. to appoint three (3) members and Partner being entitled to appoint two (2) members. The structure of an LLC protects each LLC member from being held personally liable for any debts or legal obligations of the LLC and for the actions of other LLC members whose activities went beyond the scope of normal business operations. Any permitted transferee or transferees of a Membership Interest The Company will pay all expenses of the Company, including without limitation (i) all costs of borrowed money, taxes, insurance and assessments with respect to the assets and operation of the Company; (ii) legal and Company under the Act. Members may participate in any act at any meeting of the Members by means of conference telephone or similar communication equipment if all persons participating in the meeting can hear each other, and participation in a meeting The Members holding a Majority in Interest of the Membership Interests entitled to vote upon a matter, present in person or represented by proxy, shall constitute a quorum at any meeting of Members.