LSI 2010 Real Estate Joint Ventures conference materials.pdf

Brian Todd of Davis Wright Tremaine LLP
Andrew H. Zuccotti of K&L Gates LLP
to the capital of the Company shall, solely for tax purposes, be allocated
among the Members so as to take account of any variation between the
adjusted basis of such property to the Company for federal income tax
purposes and its initial Carrying Value. Prior to the contribution of any
property to the Company that has a fair market value that differs from its
adjusted tax basis in the hands of the contributing Member on the date of
contribution, the contributing Member and the Managing Member shall
agree upon the allocation method to be applied with respect to that
property under Regulation Section 1.704-3, which allocation method shall
be set forth on a Schedule attached to this Agreement, as amended from
time to time. The same procedure shall apply to any revaluation of
Company property as permitted under Regulation Section 1.704-
2(b)(iv)(f); provided, however, that all decisions regarding allocation
methods under Regulation Section 1.704-3 shall be made by the Managing
Member.
Speaker 11: 19
Speaker 12: 19
Allocations pursuant to this Section 7.6 are solely for purposes of
federal, state, and local taxes and shall not affect, or in any way be taken
into account in computing, any Member’s Capital Account or share of net
profit, net loss, or other items as computed for book purposes, or
distributions pursuant to any provision of this Agreement.
7.7 Distributions.
(a) Subject to the restrictions set forth in
Section 7.9, the Members authorize the Managing Member, acting without
the further approval of the Members, to make Distributions when and if
the Managing Member deems appropriate in its absolute discretion;
provided that (i) after the third anniversary of the Closing Date, the
Managing Member shall make a Distribution of cash held by the Company
in excess of: the greater of (x) $___________ or (y) the amount of
reserves established by the Managing Member to meet the anticipated cash
needs of the Company; and (ii) the Managing Member shall make the
Mandatory Tax Distribution with respect to a Company fiscal year within
ninety (90) days after the end of such fiscal year, to the extent of cash held
by the Company in excess of the amount of reserves established by the
Managing Member to meet the anticipated cash needs of the Company;
provided, however, that both clauses (i) and (ii) above shall be.
(b) Distributions to the Members, other than
Mandatory Tax Distributions, shall be calculated and distributed as
follows:
(i) Distributions shall first be made to
the Class A Members, in proportion to their respective Percentage
Interests, until each Class A Member has received aggregate Distributions
pursuant to this Section 7.7(b)(i) equal to such Class A Member’s Invested
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Law Seminars International | Real Estate Joint Ventures and Funds | 02/08/10 in Seattle, WA