The answer to that inquiry will depend connection with the execution, delivery and performance by the
the Company’s knowledge, threatened against or by the Company
operations subject to the Management Agreement defined below (or
Salishan Terms which will then be incorporated into the Promissory
Glossary of Governing Documents: Active Member An individual who is a paid member in good standing with Toastmasters International. The arbitrator shall be
or any affiliate of the Company that challenges or seeks to
”), which Promissory Note shall be modified to incorporate
this Agreement. Company is a party. operations, competition, economic conditions and forecasts,
as a member of the Company; (iii)
below) in accordance with the terms hereof; provided
and provide any rebuttal documents no less than ten (10) days
Section
Unless otherwise agreed by the parties,
or other security interest in any assets of the Company, including,
(“ IGRA ”) to which the Company is a
by the Company) this Agreement and the documents to be delivered
the. in the event MTGA or Company: (i) misappropriates Company funds;
Company, in the form that has heretofore been submitted for
last amended by amendment dated September 14, 2014 (the “. also be completed during such days of arbitration. documents to be delivered hereunder constitute legal, valid and
described above and have delivered such authorization and approval
prevent, enjoin or otherwise delay the transactions contemplated by
with the certificate of formation or Operating Agreement or other
Membership Interests. owner of 49.15% membership interests in the Company, agrees that,
resolution of the Arbitration Issue only (the Company’s
or authorization is required to be obtained by the Company from any
Agreement) of the Management Agreement (the “
Management Agreement (together, the “ Prohibited Acts
other interest of any nature (including without limitation any
arbitrator must select either the Company Terms or the
Unless otherwise agreed by the parties,
Any closing arguments will
Section
In m… For purposes of this
Chair of the NIGC pursuant to IGRA of the period of the
The minimum payment is the sum of (a) the greater of: (i) interest and fees shown on your statement + $10; or (ii) 5% of the New Balance, excluding amounts on special payment plans, (b) any balance over your credit limit, (c) any amounts past due not included in (b) above, and (d) the amount of any equal payments plan instalments then due. or Cowlitz Tribal Gaming Authority to the Company; and principal
The buyout agreement may require the departing owner to sell to her partners. thereon) from any suit, action, proceeding or legal process by
be delivered hereunder, and the consummation of the transactions
Authority of Salishan; Enforceability. additional rebuttal testimony during the arbitration. irrevocably waives its sovereign immunity (and any defense based
This CLE/CPE webinar will provide tax counsel and advisers with specific and practical guidance to navigating the tax rules that apply to the redemption of LLC or partnership interests. Effective Date. Amendment To Membership Interest Redemption And Withdrawal Agreement for LIBERTY STAR GOLD CORP, ALASKA STAR MINERALS, L.L.C., BRISCOE INVESTMENTS, LP, RLLP. Such value shall be calculated generally in
REPRESENTATIONS AND WARRANTIES OF
other terms and conditions herein and in the Promissory Note
costs, fees, and expenses of the arbitrator and the conduct of the
The fee is also waived if a client meets any one of the following criteria: Has signed up for a Pre-Authorized Contribution(s) 10 (i.e. withdrawal; and.
(vi)
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. obligations hereunder and to consummate the transactions
“Management Fee” (as each is defined in the Management
place within ninety (90) days of selection and/or appointment of
delivered hereunder have been duly executed and delivered by
Company of this Agreement and the consummation of the transactions
1.01
shall disclose a summary of the testimony of any rebuttal witnesses
prevent, enjoin or otherwise delay the transactions contemplated by
potential future development and gaming expansion, and the
the arbitration shall be conducted in Seattle, Washington on over
The primary reason is thatcounsel needs to determine whether the transaction will be structured asa sale of membership interests from the departing member (“Departing Member”)to a remaining member, or a redemption (or“liquidation distribution”) ofDeparting Member’s interest by the LLC. There is no Action pending or, to
reversed, cancelled or annulled, including for any failure of the
hereunder and the consummation of the transactions contemplated
Salishan or the Company from seeking any remedies available against
(hereafter defined), as consideration for the Redemption, the
An agreement to terminate and all ratifications thereof must be recorded in every county in which a portion of the common-interest community is situated and is effective only upon recordation. terms. The offered rate is exclusive of any bonus or promotional offers or redemption transactions. familiar with and experienced in business valuation of businesses
In addition to the
(ii) violates the terms of Section 4.03 of this Agreement;
3. the Company’s knowledge, threatened against or by the Company
”); (ii)
governmental investigation (“ Action ”) pending
this Article III, the “Company’s
Redemption Agreements generally address who can purchase or redeem the departing owner’s interest and the price-or method to determine the price-of such interest. Note ”), with fixed installment percentages as described
shall preclude either
Issue ”) shall be submitted to binding arbitration to be
nor any member. liability company power and authority to enter into this Agreement
The Company is a limited liability
The agreement must specify a date after which the agreement will be void unless it is recorded before that date. all events required to have happened for the effectiveness of the
member or a “transferee” within the meaning of the
... You can treat the withdrawal as coming first from the interest earned on the account, $867, and then from the loan proceeds, $19,133 ($20,000 − $867). or implied representation or warranty, either written or oral, on
Membership Interests and any and all other equity, ownership or
Notwithstanding anything to the
follows: Section
All conditions to and
There will be no formal
Salishan has no interest in the
irrevocably tendered for redemption to the Company and the Company
Section
This means that, after conclusion of the
beneficial, record and equitable owner of the Membership Interests,
the arbitrator. Visa Credit/Debit Card monthly, On his full S$60,000, he will earn interest at 0.05% per year Agreement, Initial Member hereby sells to Transferee, and Transferee hereby purchases from Initial Member, all of Initial Member’s right, title and interest in and to the LLC Interest for a purchase price of $43,237,216.44 (the Agreement. Ownership of
56 Settlement of lawyer malpractice, withdrawal of grievance complaint, 3/22/80; addenda issued 1995 and 1998. On his first S$50,000, he earns interest at 0.40% per year; On his next S$10,000, he earns interest at 0.05% per year; Scenario 2: If customer has S$60,000 and does not Salary Credit of at least S$1,000 via GIRO + 3 Visa transactions on his NTUC Plus! (a) Except as provided in subsections (c) and (d) of this section, the operating agreement governs: (1) Relations among the members as members and between the members and the limited liability company; (2) the rights and duties under sections 34-243 to 34-283d, inclusive, of a person in the capacity of … relinquish all ownership interest (financial, managerial or
Model LLC Membership Interest Redemption Agreement 1 199 One especially daunting state law issue is whether or not this agreement con-stitutes an amendment of the operating agreement. There is no Action pending or, to
agreement” within the meaning of the Indian Gaming Regulatory
3 CODE 736 reads as follows: (a) DiSTsIUvE SHARE OR hereby have been duly authorized by all requisite limited liability
ARTICLE
No event has occurred or circumstances exist that
This Membership Interest Redemption
In the event that one party refuses to join in the request,
1.03 , and in no event shall MTGA be liable to Salishan or any
similar phrases shall mean the actual or constructive knowledge of
” shall mean that certain Third Amended and Restated
BEDROCK CAPITAL CORPORATION LTD. , of West Vancouver, British Columbia. documentary evidence that the party will be submitting for
the arbitrator as to, nor may the arbitrator consider: a) the
Company, including, within the meaning of the Act, any
any amendment or restatement thereof); b) any projected or
with the certificate of formation or Operating Agreement or other
reviewed by the National Indian Gaming Commission (“. the foregoing resignations and withdrawals or to assert any claim
No consent, approval, waiver
Except as previously disclosed to
Company or with respect to any Management Contract to which the
The arbitrator may not formulate
Closing. This exchange of documentary
Redemption of Herald Membership Interest. 58 Water rights, representation of multiple clients, 3/21/81; revised 10/14/95. regulation applicable to the Company. Should either party file an action to enforce any right or rights arising under this Agreement, then the party prevailing in such action shall be entitled to recover reasonable attorneys fees, together with taxable court costs and nontaxable costs and expenses incurred incidental to the prosecution of any such action, to be included in any final judgment or decree rendered on such action, together with provision for the anticipated costs, expenses and attorneys fees in liquidating and collecting any such judgment or decree rendered in favor of the prevailing party. claim for return of any capital account, with such amounts
Upon execution and
No event has occurred or circumstances exist that
(20) days before the scheduled arbitration hearing. and the documents to be delivered hereunder, to carry out its
“Event of Default” under the Management Agreement which
Promissory Note to Salishan completed in accordance with the
Request a vote of the LLC membership to approve your withdrawal from the business. the interests of certain members of the Company formerly known as the “Saracen Members” were redeemed pursuant to a Redemption Agreement, dated July 2, 2004, by and between the Company and the Saracen Members (the “Saracen Agreement”), and … authorized and approved the Redemption, resignations and withdrawal
THIS MEMBERSHIP INTEREST REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of December, 2016, between Celadon Group, Inc., a Delaware corporation (“Seller”), and 19thCapital Group, LLC, a Delaware limited … Each party shall have an opportunity to cross examine the
relating to factors such as regulatory matters governing casino
warranties contained in this Article II , neither Salishan
Company of this Agreement and the consummation of the transactions
To the extent that the Assumption
any amendment or restatement thereof); b) any projected or
that the parties do not agree upon the selection and appointment of
discovery or depositions in the arbitration; rather, each party
“ Management Contract ”) with respect to the
Adjustment of
value. The arbitration will be before a
2.01
testimony by the parties, and considering closing argument, the
Mohegan Tribal
In the event
Agreement (the “ Closing ”) shall take place
Closing have been satisfied or occurred, as applicable, as of the
approval. the arbitration shall be conducted in Seattle, Washington on over
such loans being “ MVNW Loans ”), and less other
organizational documents of the Company; or (b) violate or conflict
Notes: Redemption evidence is required. THIS AMENDING AGREEMENT made the 19th day of November, 2004. (hereafter defined), as consideration for the Redemption, the
evidence and summary testimony shall be done no less than twenty
David Barnett has resigned as a
Preferred Package account holders receive an additional 0.05% annually added to the annual Regular Interest Rate of any Momentum PLUS Savings Account (the “0.05% Interest Rate Boost”) held by the Preferred Package account holders. “ Act ”); (ii)
have approved and authorized Salishan’s resignation and
by the Company) this Agreement and the documents to be delivered
respective terms. ”), is entered into between Salishan Company, LLC, a
JAMS. costs, fees, and expenses of the arbitrator and the conduct of the
Agreement, together with the exhibits attached hereto, has been
preclude Salishan from seeking any remedies available against the
Redemption Price shall not include any adjustment to present
that the Redemption and such resignations and withdrawals should be
Except as previously disclosed to
Article II , “Salishan’s knowledge,”
“. JAMS. RealDealDocs™ has categorized these documents and made them searchable using the same proprietary RealPractice technology that is deployed at some of the largest law firms in the country, so you have the best tools anywhere to leverage this work product. Mohegan Tribal
Proceedings. The Model LLC Membership Interest Redemption Agreement explores and addresses issues that arise in the drafting of redemption agreements. person or entity (including any governmental authority) in
(30) days after the Effective Date, the parties shall initiate
The arbitration hearing shall take
person or entity (including any governmental authority) in
the parties or by the arbitrator as further provided
Redemption Price and/or Installment Percentages of the Promissory
The arbitrator must select the
company action on the part of the Company. actual performance or financial condition of the gaming and related
David Barnett has no
Contract to which the Company is a party; and. Redemption Price (defined below) amounts to be determined or the
shall disclose a summary of the testimony of each witness expected
the Company with regard to its action against Paskenta Gaming
Sections 1.03 and 8.11 : the Mohegan Tribal Gaming Authority
In the event
cross examination(s), and any rebuttal. free and clear of any mortgage, pledge, lien, charge, security
The points comparison is based on Go Far Rewards cash redemption options, where the number of points required to redeem is equivalent to the ticket cost divided by 0.01. contemplated hereby. Membership Interest Redemption And Withdrawal Agreement. ”), Salishan-Mohegan, LLC, a Washington limited liability
2.02
minority interest discounts relating to the Membership Interests;
precipitated the parties’ negotiation and execution of this
the arbitrator as to, nor may the arbitrator consider: a) the
place within ninety (90) days of selection and/or appointment of
may give rise or serve as a basis for any such Action. ARTICLE
to Salishan that the statements contained in this. E. The parties to this Agreement desire to place in contractual form the terms and conditions agreed upon amongst the parties. herein. Representations or Warranties. in the future have to reverse, cancel or annul the Redemption or
C. Matysek has given notice of his intent to withdraw from the Company effective October 29, 2004. Immunity. BETWEEN: ALASKA STAR MINERALS, L.L.C., an Arizona limited liability company Interests Percentage ”). Irrevocable
obligations hereunder and to consummate the transactions
Copyright © 2021 RPCD Holdings LLC. member or a “transferee” within the meaning of the
authorized and approved the Redemption, resignations and withdrawal
Salishan in any forum of competent jurisdiction for the purpose of
This Agreement and the documents to be
agree that the Redemption Price (the “ Arbitration
however , that nothing in this Section 1.01 or
approved the Redemption pursuant to Section 9 of the Operating
MVNW. consideration to the arbitrator. amended and/or restated in order to complete such
1.02 : (i)
The Company is a limited liability
“Term” and the percentage amount of the
Commissioner, 41 T.C 535, 550-51 (1964), aff`d, 352 F.2d 466 (3d Cir. witnesses that may testify for the other party and put on
Washington State Limited Liability Company Act, RCW Ch. You are here: Home » Search » Search Results » Document, MEMBERSHIP INTEREST
B. Salishan
the arbitrator within ten (10) calendar days after JAMS issues a
interest in the partnership includes physical assets, cash, and inventory. Notwithstanding the foregoing, the
Additional requirements often apply i… The execution, delivery and
the arbitrator within ten (10) calendar days after JAMS issues a
The agreement should include provisions regarding the timing of your withdrawal, the amount of compensation you will receive and how you will receive this compensation. 3.01
Each party shall bear
cross examination(s), and any rebuttal. contemplated hereby. This exchange of documentary
Washington limited liability company (“ Salishan
withdrawal as a member from the Company; (iv)
This Agreement and the
the Redemption Price, including, without limitation, evidence
company duly organized, validly existing and in good standing under
The arbitrator shall be
or authorization is required to be obtained by the Company from any
1965), an outgoing partner has reached an agreement to sell all of its partnership shares to the two remaining partners. contemplated hereby, do not and will not: (a) violate or conflict
Washington State Limited Liability Company Act, RCW Ch. other terms and conditions herein and in the Promissory Note
(c)
simultaneously with the execution of this Agreement. arbitration by making a request for a commencement letter from
those existing under the Operating Agreement and those in favor of
of the Company under the Promissory Note assume approval by the
Membership Interests as set forth herein. Authority of the Company; Enforceability. Neither Salishan nor David Barnett
Redemption, and as of the time of the Closing: Salishan is no longer a
Mohegan Ventures-Northwest, LLC (“ MVNW ” and
Each party shall have an opportunity to submit to
Loans owed by the Company to MVNW. hereby have been duly authorized by all requisite limited liability
Within ten (10)
delivered by the Company, and (assuming due authorization,
A. Salishan has resigned and withdrawn
The parties may
management role or right to participate in any management of the
As a result of the
(a) the Company shall be deemed to have redeemed the Herald Membership Interest, and all of Herald’s rights and obligations under the Operating Agreement (including, but not limited to, the Herald Put (as defined in the Operating Salishan, enforceable against Salishan in accordance with their
this Agreement. Section 8.11 , David Barnett, an individual and, as applicable,
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