WITHIN THIRTY (30) DAYS AFTER DEMAND THEREFOR BY
ANY MEMBER.
THE COMPANY MAY, WITH THE APPROVAL OF THE BOARD OF MANAGERS, ELECT
TO WITHHOLD FROM ANY DISTRIBUTIONS OTHERWISE PAYABLE TO A MEMBER AMOUNTS DUE TO
THE COMPANY FROM SUCH MEMBER.
[C]
NOTHING IN THIS SECTION 2.8 SHALL BE APPLIED TO RELEASE ANY MEMBER
FROM (I) ITS OBLIGATION TO MAKE CAPITAL CONTRIBUTIONS OR OTHER PAYMENTS
SPECIFICALLY REQUIRED UNDER THIS AGREEMENT OR (II) ITS OBLIGATIONS PURSUANT TO
ANY CONTRACTUAL RELATIONSHIP BETWEEN THE COMPANY AND SUCH MEMBER ACTING IN A
CAPACITY OTHER THAN AS A MEMBER (INCLUDING, FOR EXAMPLE, AS A BORROWER OR
INDEPENDENT CONTRACTOR).
5
2.9
CONTRIBUTED PROPERTY.
WITH RESPECT TO ANY PROPERTY CONTRIBUTED BY
A MEMBER TO THE COMPANY, SUCH MEMBER SHALL PROVIDE TO THE COMPANY ANY
INFORMATION REASONABLY REQUESTED BY THE COMPANY FOR PURPOSES OF DETERMINING THE
COMPANY'S TAX BASIS IN SUCH PROPERTY.
2.10
SECONDED PERSONNEL.
MEC AND CDI SHALL AGREE ON THEIR RESPECTIVE
PERSONNEL TO BE SECONDED OR TRANSFERRED TO THE COMPANY AND THE TERMS THEREOF.
SCHEDULE 11 OF THE BUSINESS PLAN SETS FORTH THE ORGANIZATIONAL CHART OF THE
COMPANY, INCLUDING THE NAMES OF CERTAIN PERSONNEL WHO ARE EXPECTED TO FILL
VARIOUS POSITIONS AND SEVERAL OPEN POSITIONS FOR WHICH NO CANDIDATES HAVE YET
BEEN IDENTIFIED BY THE MEMBERS.
CDI AND MEC INTEND TO SECOND THE PERSONNEL
LISTED ON SCHEDULE 11 OF THE BUSINESS PLAN IMMEDIATELY UPON EXECUTION OF THIS
AGREEMENT AND CDI AND MEC SHALL COOPERATE IN GOOD FAITH TO DETERMINE WHETHER
THEY MUTUALLY AGREE IN THE FUTURE TO TRANSFER SUCH EMPLOYEES TO THE COMPANY
INSTEAD OF SECONDING THEM TO THE COMPANY.
ON OR BEFORE THE TENTH (10TH) DAY OF
EACH MONTH, EACH OF CDI AND MEC WILL BILL THE COMPANY FOR THE EMPLOYEE COSTS
INCURRED BY CDI AND MEC DURING THE IMMEDIATELY PRECEDING MONTH FOR ITS EMPLOYEES
SECONDED TO THE COMPANY, PRORATED AS APPROPRIATE FOR ANY EMPLOYEES SECONDED ON A
LESS THAN FULL TIME BASIS.
THE COMPANY SHALL PROMPTLY PAY TO CDI AND MEC THE
AMOUNT SET FORTH IN SUCH BILLS.
ARTICLE 3
PROFITS AND LOSSES
3.1
ALLOCATIONS OF COMPANY PROFITS AND LOSSES.
[A]
GENERAL ALLOCATION PROVISIONS.
[i]
Hypothetical Liquidation.
The items of income, expense, gain and
loss of the Company comprising Profits or Losses for a fiscal year shall be
allocated among the Members in a manner that will, as nearly as possible, cause
the Capital Account balance of each Member at the end of such fiscal year to
equal the excess (which may be negative) of:
[A]
the hypothetical distribution (if any) that such Member would
receive if, on the last day of the fiscal year, (i) all Company assets,
including cash, were sold for cash equal to their Fair Market Values, taking
into account any adjustments thereto for such fiscal year, (ii) all Company
liabilities were satisfied in cash according to their terms (limited, with
respect to each nonrecourse liability, to the Fair Market Value of the assets
securing such liability), and (iii) the net proceeds thereof (after satisfaction
of such liabilities) were distributed