LSI 2010 Real Estate Joint Ventures conference materials.pdf

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David E. Myre, Jr. of Hillis Clark Martin & Peterson, P.S. Jane Rakay Nelson of Lane Powell PC (25) Any action by the Company or Manager constituting or effecting a bankruptcy of the Company; (26) Any business or activity by the Company other than the business(es) or activity(ies) contemplated by this Term Sheet, or any action by the Company not in the ordinary course of the Company’s business; and (27) Entering into any agreement to do any of the foregoing. Speaker 9a: 6 Speaker 10a: 6 Exhibit A: Sections 18-502 and 18-1101 of Delaware Limited Liability Company Act DWT 12263743v1 0000099-071219 6 Law Seminars International | Real Estate Joint Ventures and Funds | 02/08/10 in Seattle, WA
David E. Myre, Jr. of Hillis Clark Martin & Peterson, P.S. Jane Rakay Nelson of Lane Powell PC Exhibit A Speaker 9a: 7 Speaker 10a: 7 Excerpts from Delaware Limited Liability Company Act (6 Del. Code Ch. 18) § 18-502. Liability for contribution. (a) Except as provided in a limited liability company agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value (as stated in the records of the limited liability company) of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the limited liability company agreement or applicable law. (b) Unless otherwise provided in a limited liability company agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after the entering into of a limited liability company agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs. (c) A limited liability company agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating the member's limited liability company interest to that of nondefaulting members, a forced sale of that limited liability company interest, forfeiture of the defaulting member's limited liability company interest, the lending by other members of the amount necessary to meet the defaulting member's commitment, a fixing of the value of the defaulting member's limited liability company interest by appraisal or by formula and redemption or sale of the limited liability company interest at such value, or other penalty or consequence. (68 Del. Laws, c. 434, § 1; 70 Del. Laws, c. 186, § 1.) DWT 12263743v1 0000099-071219 Exhibit A – Page 1 Law Seminars International | Real Estate Joint Ventures and Funds | 02/08/10 in Seattle, WA
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L A W S E M I N A R S I N T E R N A
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Monday, February 08, 2010 Real Esta
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John W. Hanley, Jr., Ste
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Table of Contents Topic Speaker # L
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Faculty for Real Estate Joint Ventu
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John W. Hanley, Jr. of Davis Wright
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Steven L. Wood of Century Pacific,
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Tracy B. Edgers of Wells Fargo Bank
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Steven L. Wood of Century Pacific,
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Gregory K. Johnson of Wright Runsta
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Gregory K. Johnson of Wright Runsta
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John M. Parker of Kennedy Associate
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Quentin Kuhrau of Unico Properties
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James E. Wreggelsworth of Davis Wri
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Erin Joyce Letey of Riddell William
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John Orehek of Security Properties
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Matthew G. Paddock of Metzler North
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Donald E. Percival of Davis Wright
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