Limited Liability Company Operating Agreement Page 11
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15at
t he
c losing
u nless
t he
t otal
p urchase
p rice
e xceeds
$ __________________
in
w hich
t he
p urchase
p rice
s hall
b e
p aid
i n
_ ___________
( ________)
e qual
quarterly
installments
beginning
at
the
time
of
closing.
The
installment
amounts
shall
be
computed
by
applying
the
following
interest
factor
to
the
principle
amount:
interest
compounded
quarterly
a t
t he
Q uarterly
F ederal
S hort-‐Term
R ate
e xisting
a t
c losing
under
the
Applicable
Federal
Rates
used
for
purposes
of
Internal
Revenue
C ode
§
1
2 74(d),
o r
a ny
s uccessor
p rovision.
(b)
If
the
LLC
decides
not
to
buy
the
offered
interest
of
the
selling
Member,
the
other
Members
shall
have
the
right
to
buy
the
offered
interest
at
a
set
price
on
a
pro-‐rata
basis
based
on
the
Members’
percentage
interests
at
that
time.
If
a
Member
decides
not
to
buy
up
to
his/her
proportional
part,
the
other
Members
can
buy
the
remaining
interest
on
the
same
pro
rata
basis.
Members
shall
have
fifteen
days
(15)
from
the
date
the
LLC
gives
its
written
notice
to
the
selling
Member
to
give
the
selling
Member
notice
in
writing
of
their
intention
to
buy
all,
some,
or
none
of
the
offered
interest.
The
closing
shall
o ccur
w ithin
s ixty
d ays
( 60)
f rom
t he
d ate
t hat
t he
M embers
g ive
written
n otice
o f
t heir
i ntention
t o
b uy.
T he
p urchase
p rice
f rom
e ach
purchasing
m ember
s hall
b e
p aid
i n
c ash
a t
c losing.
(c)
If
the
LLC
or
Members
choose
not
to
buy
the
offered
interest,
the
selling
Member
has
the
right
to
assign
the
interest
to
a
non-‐
member.
(d)
The
selling
Member
must
come
to
a
close
within
ninety
days
(90)
of
the
date
that
he/she
gave
notice
to
the
LLC.
If
the
interest
of
the
s elling
M ember
d oes
n ot
c lose
w ithin
t hat
t ime,
h e/she
m ust
s tart
the
s elling
p rocess
o ver.
(e)
A
non-‐member
purchaser
of
a
member’s
interest
cannot
exercise
any
rights
of
a
member
unless
a
majority
of
the
non-‐selling
Members
consent
to
him
becoming
a
member.
The
non-‐member
purchaser
will
be
entitled,
however,
to
share
in
such
profits
and
losses,
t o
r eceive
s uch
d istributions,
a llocations
o f
i ncome,
l oss,
p rofit,
deduction,
credit
or
similar
items
to
which
the
selling
member
would
be
e ntitled,
t o
t he
e xtent
o f
t he
i nterest
a ssigned,
a nd
w ill
b e
s ubject
t o
calls
for
contributions
under
the
terms
of
this
Agreement.
The
purchaser
shall
agree
to
be
subject
to
all
the
terms
of
this
Agreement
as
i f
h e
w ere
a
M ember
b y
p urchasing
t he
s elling
m ember’s
i nterest.
XXXIV.
D ISSOCIATION.
If
a
Member
of
the
LLC
becomes
dissociated,
the
remaining
Members
shall
have
the
option
to
purchase
the
dissociated
member’s
interest
at
the
Set
Price
in
the
same
fashion
as
stated
in
Article
9 .
T he
s ale
w ill
b e
c arried
o ut
a s
i f
t he
d issociated
M ember
h ad
notified
the
LLC
of
his/her
desire
to
sell
all
of
his/her
LLC
interest.
The
date
the
LLC
received
the
notice
as
provided
in
Article
28
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