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(b) Net Income of the Company for each Fiscal Year in which the Company has Net Income <br /> that ends prior to the Fiscal Year in which a Liquidating Event occurs shall be allocated among, and <br /> credited to the Capital Accounts of,the Interest Owners as follows: <br /> (i) first, proportionately among the Interest Owners until such time as the aggregate <br /> amount of Net Income allocated to each Interest Owner pursuant to this Section 6.1(b)(i) equals the <br /> aggregate amount of Net Loss allocated to each Interest Owner under Section 6.1(a)above; and <br /> (ii) thereafter, proportionately among the Interest Owners, in accordance with their <br /> respective Percentage Interests. <br /> (c) Any Net Income of the Company arising during the Fiscal Year in which a Liquidating <br /> Event occurs, and for each Fiscal Year thereafter, shall be allocated among, and credited to the Capital <br /> Accounts of,the Interest Owners as follows: <br /> (i) first, proportionately among the Interest Owners until such time as the Adjusted <br /> Capital Account balances of each Interest Owner stands in proportion to such Interest Owner's Percentage <br /> Interest in the Company; and <br /> (ii) thereafter, proportionately among the Interest Owners, in accordance with their <br /> respective Percentage Interests. <br /> 6.2 Tax Status and Elections. <br /> (a) Notwithstanding any provision contained in this Agreement to the contrary, solely for <br /> federal income tax purposes, each of the Interest Owners hereby recognizes that from and after the <br /> Effective Date,the Company will be subject to all provisions of Subchapter K of the Code. <br /> (b) Upon approval of all of the Members, the Members may cause the Company to elect <br /> pursuant to Section 754 of the Code and the Treasury Regulations to adjust the basis of the Company <br /> assets as provided by Section 743 or 734 of the Code and the Treasury Regulations thereunder. The <br /> Company shall make such elections for federal income tax purposes as may be determined by all of the <br /> Members. <br /> 6.3 Tax Matters Member. The Managers shall appoint a Member to serve as the tax <br /> matters member. The tax matters member is authorized and required to represent the Company in <br /> connection with all examinations of the Company's affairs by tax authorities, including resulting <br /> administrative and judicial proceedings, and to expend Company funds for professional services and costs <br /> associated therewith. The tax matters member shall have the fmal decision making authority with respect <br /> to all federal income tax matters involving the Company. The Interest Owners agree to cooperate with <br /> the tax matters member and to do or refrain from doing any or all things reasonably required by the tax <br /> matters member to conduct such proceedings. Any reasonable direct out-of-pocket expense incurred by <br /> the tax matters member in carrying out its obligations hereunder shall be allocated to and charged to the <br /> Company as an expense of the Company for which the tax matters member shall be reimbursed. <br /> ARTICLE VII-DISTRIBUTIONS <br /> 7.1 Distributable Cash From Operations. Except as otherwise agreed upon by all of the <br /> Members, and subject to the provisions of Section 7.2 with respect to the distribution of Liquidation <br /> Proceeds, distributions of Distributable Cash From Operations shall be made no less than an annual basis <br /> (as determined by the Managers) to the Interest Owners, pro rata, in proportion to their respective <br /> Percentage Interests (determined at the time of each such distribution or, as appropriate, based on the <br /> 7 <br />