Orange County NC Website
Browse       Search
"Articles of Organization" means the Articles of Organization of the Company filed <br /> with the Secretary of State,as amended or restated from time to time. <br /> "Capital Account" means for each Interest Owner the account established pursuant to <br /> Section 5.4 hereof and maintained in accordance with the provisions of this Agreement. <br /> "Capital Contribution"means any contribution to the capital of the Company in cash or <br /> property by an Interest Owner whenever made. <br /> "Code" means the Internal Revenue Code of 1986, as amended from time to time (and <br /> any corresponding provisions of succeeding law). <br /> "Company Official" means any person exercising any management authority over the <br /> Company, including any Manager and any other person to whom management authority has been <br /> delegated by the Managers. <br /> "Distributable Cash From Operations" means, with respect to the Company for a <br /> period of time, the gross cash proceeds from Company operations (but excluding Liquidation Proceeds) <br /> less the portion thereof used to pay or establish reserves for all Company expenses, debt payments, capital <br /> improvements,replacements, and contingencies, all as determined by the Managers. "Distributable Cash <br /> From Operations"shall not be reduced by depreciation, amortization, cost recovery deductions, or similar <br /> allowances, but shall be increased by any reductions of reserves previously established pursuant to the <br /> first sentence of this definition of"Distributable Cash From Operations." <br /> "Economic Interest" means the proprietary interest of an Interest Owner in the capital, <br /> income, losses, credits, and other economic rights and interests of the Company, including the right of the <br /> Interest Owner of the interest to receive distributions from Company. <br /> "Economic Interest Owner"means a Person who owns an Economic Interest but is not <br /> a Member, and shall include each of the Persons listed as an Economic Interest Owner on Schedule 3.1 <br /> attached hereto. "Economic Interest Owners"refers to such Persons as a group. <br /> "Fiscal Year" means,with respect to the first year of the Company,the period beginning <br /> Effective Date and ending on December 31, 2015, with respect to subsequent years of the Company, the <br /> calendar year, and, with respect to the last year of the Company, the portion of the calendar year ending <br /> with the date of the fmal liquidating distributions. <br /> "Income" means, for each Fiscal Year or other period, each item of income and gain as <br /> determined, recognized and classified for federal income tax purposes, provided that any income or gain <br /> that is exempt from federal income tax shall be included as if it was an item of taxable income. <br /> "Interest Owner"means a Member or an Economic Interest Owner. <br /> "Liquidating Event" means (i) any voluntary or involuntary liquidation, dissolution or <br /> winding up of the Company, (ii)the consolidation or merger of the Company and another Person which <br /> results in the Interest Owners of the Company prior to the transaction owning less than a fifty percent <br /> (50%) ownership interest in the consolidated or surviving entity after the transaction, or (iii) the sale or <br /> other disposition by the Company of all or substantially all of the assets owned by the Company. <br /> "Liquidation Proceeds" means any assets of the Company available for distribution to <br /> the Interest Owners after the occurrence of a Liquidating Event. <br /> A-2 <br />