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"Company" means [ ], LLC, a Nevada limited liability company."Effective Date" shall mean the date first set forth above, and shall be the date on which the business of theCompany shall commence, notwithstanding any earlier filing date of the Company's Articles of Organization."Entity" shall mean any general partnership, government entity, limited partnership, limited liability company,corporation, joint venture, trust, business trust, cooperative, association or similar organization."Fiscal Year" shall mean the taxable year of the Company for federal income tax purposes as determined byCode Section 706 and the Regulations thereunder. The first Fiscal Year shall commence as of the Effective Date."Initial Working Capital Contribution" means each of the Capital Contributions required by Section 5.1 to bemade by the initial Members in cash, in order to pay organizational and other start-up expenses of the Company, andto serve as initial working capital, up to an aggregate total contributed by both Members not to exceed Five HundredThousand Dollars ($500,000)."Manager" shall mean one or more Managers of the Company. Specifically, "Manager" shall mean the initialManager designated by this Agreement, or any other Persons that succeed such Manager in that capacity. Referencesto a Manager in the singular or as him, her, it, itself, or other like references shall also, where the context so requires,be deemed to include the plural or the masculine or feminine references or as the case may be."Managing Person" shall mean a Manager, officer, director or any of their agents."Member" shall mean each of those Persons executing this Agreement and any Person who may hereafterbecome an additional or Substitute Member."Membership Interest" means a Member's Units, the associated right to vote (if any) on or participate inmanagement, the right to share in Profits, Losses and distributions, and any and all other benefits to which the holderof such Units may be entitled pursuant to this Agreement, together with all obligations to comply with the terms andprovisions of this Agreement."Net Cash" refers to Net Cash Flow from Operations and/or Net Cash from Sales."Net Cash Flow from Operations" means the gross cash proceeds from Company operations (including salesand dispositions of Property in the ordinary course of business) less the portion thereof used to pay or establishreserves for all Company expenses, debt payments, capital improvements, replacements and contingencies, all asdetermined by the Manager. Net Cash Flow from Operations shall not be reduced by depreciation, amortization, costrecovery deductions or similar allowances, but shall be increased by any reductions of reserves."Net Cash from Sales" means the net cash proceeds from all sales and other dispositions less any portionthereof used to establish reserves, all as determined by the Manager."Non-Voting Units" as to any Member shall mean and refer to Units which entitle the holder to share in theeconomic performance of the Company, as may be determined by the Manager, in his or her sole discretion, butwhich do not entitle the holder to participate in voting or to certain other rights reserved to holders of Voting Units.Non-Voting Units shall have such rights to participate in a share of Net Cash from Operations, Net Cash from Sales,Profits and Losses and net proceeds of the Company's dissolution, if at all, and exclusively in the amounts and to the
extent provided for in each Member’s award letter indicating
the issuance of Non-Voting Units."Percentage Interest" means, as to a Member, the ratio of the Units held by such Member, to all outstandingUnits of the Company for the class of Units held by the holder of such Units."Person" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives,successors and assigns of such Person where the context so requires."Property" means all real and personal property, tangible and intangible, owned by the Company.