(as those terms are defined in Article VI of this Agreement), losses shall be allocated as follows: Losses shall be allocated to the Member until his Capital Account has been reduced to zero. Notwithstanding subparagraph A of this section, losses shall not be allocated to the to the extent that such allocation would cause such to have an Adjusted Capital Account Deficit or would increase such Member's Adjusted Capital Account Deficit. Section 6.3. Adjustments. Except as otherwise provided in this Agreement, all of income, gain, loss, deduction, and any other allocations not otherwise provided for shall be allocated to the Member. Section 6.4. Distributions. The Company, by action of the Member, make distributions from time to time to the Member in the amount of the cash available for distribution after providing for normal operating expenses and appropriate reserves. ARTICLE VII - FISCAL MATTERS Section 7.1. Fiscal Year. The fiscal year of the Company will end on the last day of _____________ of each year, unless otherwise determined by resolution of the Member. Section 7.2. Deposits. All funds of the Company must be deposited from time to time to the credit of the Company in such banks, trust companies, or other depositories as the Member selects. Section 7.3. Loans. No Third Party Loans may be contracted on behalf of the Company or no evidences of indebtedness may be used in its name, unless authorized by the Member. Section 7.4. Tax Matters. The Manager shall be designated as the "Tax Matters Partner" of the Company pursuant to Section 6231(a) (7) of the Code. The Manager shall take such actions as are necessary to cause the Member to become a "Notice Partner" within the meaning of Section 6223 of the Code. The Manager shall not take any action contemplated by Section 6223 through Section 6229 of the Code without the approval of the Member. ARTICLE VIII – DEATH OF THE MEMBER The death of the Member shall not terminate the Company. Settlement of ship Interest. No inventory or appraisal shall be
Section 11.5. Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason, the illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. Section 11.6. Number and Gender. All provisions and references to gender be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the person or persons may require. Section 11.7. Binding Effect. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Member and his heirs, legatees, legal representatives, successors, and assigns. Section 11.8. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all such parties executed the same document. All such counterparts constitute one agreement. Section 11.9. Maine Law Controlling. The laws of the State of Maine, including the Act, shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. IN WITNESS WHEREOF, this Agreement has been executed as of the _______ day of ______________, 20__. The Member: The Company