OF THE DEFAULTING MEMBER AND THE NON-DEFAULTING MEMBER
REINSTATED TO WHERE THEY WERE PRIOR TO THE DEFAULT WITH AN APPROPRIATE
DISTRIBUTION TO THE NON-DEFAULTING MEMBER OF THE CAPITAL CONTRIBUTION MADE IN
LIEU OF THE DEFAULTING MEMBER.
[B]
SUCH DEFAULTING MEMBER SHALL BE SUBJECT TO ANY AND ALL PENALTIES
AND REMEDIES AVAILABLE AT LAW OR EQUITY, AS SELECTED BY THE MEMBERS OF THE BOARD
OF MANAGERS WHO ARE NOT APPOINTED BY THE DEFAULTING MEMBER.
2.5
WITHDRAWAL AND RETURN OF CAPITAL.
NO MEMBER MAY WITHDRAW ANY
PORTION OF ITS CAPITAL CONTRIBUTION OR CAPITAL ACCOUNT BALANCE.
EXCEPT AS
PROVIDED IN SECTION 2.4[A] AND IN ARTICLES 4 AND 8, NO MEMBER SHALL BE ENTITLED
TO THE RETURN OF SUCH MEMBER'S CAPITAL CONTRIBUTION, A DISTRIBUTION IN RESPECT
OF SUCH MEMBER'S CAPITAL ACCOUNT BALANCE, OR ANY OTHER DISTRIBUTION IN RESPECT
OF SUCH MEMBER'S INTEREST.
2.6
LOANS TO THE COMPANY.
NO MEMBER SHALL BE REQUIRED TO LEND ANY
MONEY TO THE COMPANY OR TO GUARANTY ANY COMPANY INDEBTEDNESS.
2.7
INTEREST ON CAPITAL.
NO MEMBER SHALL BE ENTITLED TO INTEREST ON
SUCH MEMBER'S CAPITAL CONTRIBUTION, CAPITAL ACCOUNT BALANCE, OR SHARE OF
UNALLOCATED PROFITS.
2.8
LIMITATION OF LIABILITY; RETURN OF CERTAIN DISTRIBUTIONS.
[A]
EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, A MEMBER SHALL
HAVE NO PERSONAL LIABILITY FOR THE DEBTS AND OBLIGATIONS OF THE COMPANY.
4
[B]
A MEMBER THAT RECEIVES A DISTRIBUTION IN VIOLATION OF THIS
AGREEMENT OR THAT IS REQUIRED TO BE RETURNED TO THE COMPANY UNDER APPLICABLE LAW
SHALL RETURN SUCH DISTRIBUTION 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).
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 1 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 1 OF THE BUSINESS PLAN IMMEDIATELY UPON CLOSING 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