I have decided to do something I normally wold not do in a public forum. It illustrates a level of reading comprehension, literacy, and knowledge of a spectrum of buiness practices, that few who walk out the doors of a U.S. university will master. The text below is simply a copy of two definitions in the opening section of what is called an "Operating Agreement." .
Such a document becomes something that one must scan at a fairly rapid pace to make ones way through the many that may pass before you in the conduct of business. The document from which this was copied was authored by one of the masters of such agreements who has worked for some of those hidden from the Forbes 400 and openly sitting upon tht list today. It is a hallmark of the capability of one Warren Buffett to ingest such a document on a flight f two hours and exit the plane with a decicion as to what he is going to do in regards to an investment.
My humble opinion is -- and keep in mind opinions are like assholes, everyone has one -- that job one is for Americans to stop demonizing those who can drive a renewed U.S. economy and stop wasting large gobs of taxpayer money on those who will never become literate enough to work at Mr. Buffetts level, as roakbikeRob pointed out and SouthBeach 1500 concurred.
Go for it!!
"Member Minimum Gain" means with respect to each Member Nonrecourse Debt, the gain at any given time which would be realized by the Members if the Company disposed of the property encumbered by or otherwise subject to such Member Nonrecourse Debt for no consideration other than the full satisfaction of such Member Nonrecourse Debt. If the applicable property is subject to more than one liability, only that portion of the property's adjusted tax basis which is allocated to the applicable Member Nonrecourse Debt under the immediately succeeding sentence shall be used to compute Member Minimum Gain. The adjusted basis of Company Property subject to two or more liabilities of equal priority shall be allocated among such liabilities in proportion to their outstanding balances, and the adjusted basis of Company Property subject to two or more liabilities of unequal priority shall be allocated to the liabilities of subordinate priority only to the extent of the excess, if any, of the adjusted basis of such Property over the aggregate outstanding balance of all liabilities of superior priority. The priorities of any liability or any group of liabilities shall be determined by reference to all applicable facts and circumstances including, without limitation, all agreements by and between applicable creditors and all applicable corporate, commercial, bankruptcy and other laws. If a Book Tax Disparity exists with respect to any Company Property, Member Minimum Gain shall be determined by using the Carrying Value instead of the adjusted tax basis of such property.
"Member Nonrecourse Debt" means any Nonrecourse Liability to the extent a Member or a person who is related (as defined in Reg Sec. 1.752 1(a)(3)) to a Member bears the economic risk of loss, as determined under Reg Sec. 1.752 2, with respect to such liability. In the event that any Member (or a person related to any Member within the meaning of Reg Sec. 1.752 1(a)(3)) bears the economic risk of loss for less than all of the outstanding balance of the Nonrecourse Liability, such Nonrecourse Liability shall be bifurcated in accordance with the principles of Reg Sec. 1.752 2, and shall be treated as a Nonrecourse Liability to the extent that no Member (or related party) bears the economic risk of a loss, and as a Member Nonrecourse Debt to the extent that the applicable Member (or related party) bears the economic risk of loss. Notwithstanding anything to the contrary contained herein, Member Nonrecourse Debt shall be determined in accordance with Reg Sec. 1.704 2 as the same may be modified or supplemented from time to time.