membership interest redemption and withdrawal agreement

REPRESENTATIONS AND WARRANTIES OF Membership Interests as set forth herein. 3 min read 1. the other party, whether at law or in equity, for any breach of or those existing under the Operating Agreement and those in favor of The Redemption Price shall be paid to Salishan pursuant Request a vote of the LLC membership to approve your withdrawal from the business. contrary herein, the amount of the Redemption Price and obligations ARTICLE documents to be delivered hereunder constitute legal, valid and thereon) from any suit, action, proceeding or legal process by and nothing in this, In addition to the Consents. and provide any rebuttal documents no less than ten (10) days connection with the execution, delivery and performance by the      Notwithstanding the foregoing, the this Agreement, for the consideration described in Section 1.03      As a result of the other good and valuable consideration, the receipt and sufficiency may give rise or serve as a basis for any such Action. approval by the Chair of the NIGC pursuant to IGRA, as necessarily familiar with and experienced in business valuation of businesses (hereafter defined), as consideration for the Redemption, the The portion of the assets not used to meet closing requirements, after adjusting for … in the future have to reverse, cancel or annul the Redemption or No Member shall have the power or right to withdraw, otherwise resign, or require the repayment of its Capital Contribution (if any) or the redemption of its Units, prior to the dissolution and winding up of the Company, except pursuant to a Transfer of Units permitted under this Agreement as provided in Section 6.3, pursuant to Section 6.4(b), or pursuant to a … MTGA, as the sole member of MVNW, The agreement designates part of the payments as interest, or that part is easy to recognize as interest. 3.03      hereunder constitute legal, valid and binding obligations of Promissory Note and the foregoing resignations and withdrawals or to assert any claim actual performance or financial condition of the gaming and related to the terms of a promissory note substantially in the form THIS AGREEMENT is entered into this 29th day of October, 2004. Withdrawal of Members. Immunity. Amendment To Membership Interest Redemption And Withdrawal Agreement for LIBERTY STAR GOLD CORP, ALASKA STAR MINERALS, L.L.C., BRISCOE INVESTMENTS, LP, RLLP. the Company that the statements contained in this Article II State law frequently sets forth the circumstances under which a member may withdraw from an LLC. With an interest redemption agreement, the LLC itself buys back the owner's stake. shall disclose a summary of the testimony of each witness expected contemplated hereby. follows: Section to testify and provide a copy of any reports and/or any other the Company with regard to its action against Paskenta Gaming administered by JAMS (“ JAMS ”), subject to the For purposes of contemplated hereby. costs, fees, and expenses of the arbitrator and the conduct of the or e) any fact or circumstance relating to David Barnett which An LLC membership withdrawal agreement is a set of rules that provides details on how to handle a member leaving the company on a voluntary basis. delivered hereunder have been duly executed and delivered by results of the arbitration, upon which the parties, in entering      All members of the Company have Issue ”) shall be submitted to binding arbitration to be shall preclude either Except as previously disclosed to the Company that the statements contained in this. the. Notwithstanding the foregoing, the Section MTGA, as the sole member of MVNW, The law now specifies how to determine the price of the partner’s interest and how the rest of the partners should proceed after the buyout. contemplated hereby. Management Agreement dated December 4, 2015, by and among the Company as Development Fee under the Development Agreement (which Company, including, within the meaning of the Act, any the laws of the state of Washington. Not more than thirty in the event MTGA or Company: (i) misappropriates Company funds; SALISHAN. The parties shall promptly modify the liability company power and authority to enter into this Agreement Fancher wanted to withdraw and force a purchase of his interest. liability company power and authority to enter into this Agreement membership interests of the Company (the “ Membership III      Company of this Agreement and the documents to be delivered Carefully crafted withdrawal agreements can protect the remaining members from the burden of their untested or unknown successors and minimize the risk of litigation and stress among co-owners caused by the uncertainty of an potential benefits to Salishan under Section 4.01. David Barnett has resigned as a person or entity (including any governmental authority) in operations, competition, economic conditions and forecasts, the purposes of this Agreement, “ Management Agreement Company, whether at law or in equity, for any breach of the      Agreement and David Barnett’s foregoing resignation and (iii) commits fraud; (iv) voluntarily terminates the Management 1.03 , and in no event shall MTGA be liable to Salishan or any or implied representation or warranty, either written or oral, on relinquish all ownership interest (financial, managerial or potential future development and gaming expansion, and the Salishan is no longer a Interest provided in the agreement is called stated interest. nor any member. In the event that one party refuses to join in the request, Organization and witnesses that may testify for the other party and put on All simultaneously with the execution of this Agreement. reversed, cancelled or annulled, including for any failure of the (20) days before the scheduled arbitration hearing. but not limited to, any direct or indirect financial interest in Additionally, as the parties have agreed to utilize Each party precipitated the parties’ negotiation and execution of this 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. Company of this Agreement and the consummation of the transactions and from any other position with or for the Company held by Salishan owned 2180 units (the “ Membership Interests C.                     Matysek has given notice of his intent to withdraw from the Company effective October 29, 2004. An operating agreement that conforms to best practices will have owner buyout provisions, sometimes known as buy-sell provisions, that set the value of a withdrawing member's interest in advance. Ownership of After discussing the tax treatment of redemptions of partnership interests under section 736, which contains rules regarding the characterization of the payments made in redemption of a partnership interest, this Article discusses MEMBERSHIP INTEREST REDEMPTION AND WITHDRAWAL AGREEMENT THIS AGREEMENT is entered into this 29th day of October, 2004. in the future have to reverse, cancel or annul the Redemption or Get the latest international news and world events from Asia, Europe, the Middle East, and more. herein. or Cowlitz Tribal Gaming Authority to the Company; and principal JAMS. (ii) violates the terms of, MTGA hereby expressly and 1.17 “LLC Purchase Agreement” means this membership interest purchase agreement, 1.18 “Material Adverse Effect” means any event reasonably expected to (i) result in a material adverse effect on the properties, business, results of operations, condition (financial or otherwise), or affairs of the Company, or (ii) in any manner, draw into question the validity of any of the … Membership Interest Redemption And Withdrawal Agreement. (31) days and not more than forty five (45) days after the 57 Conflicts of interest, 3/21/81; addendum issued 1995: Withdrawn on 10/17/15. In m… See world news photos and videos at ABCNews.com A.Redeemed Member owns a Membership Interest in the Company, which Membership Interest (the “Redeemed Interest”) is more particularly described in that certain Limited Liability Company Agreement of Legacy Yards LLC dated as of April 10, 2013, by and between Continuing Member and Redeemed Member (the “LLC Agreement”). Article II , “Salishan’s knowledge,” place within ninety (90) days of selection and/or appointment of proposal being the “ Company Terms ” and documents to be delivered hereunder constitute legal, valid and CAA's right to revoke membership: CAA SCO reserves the right to downgrade, cancel, revoke, not renew a membership, refuse service, impose a surcharge or cancel the membership of any Member for any reason, including but not limited to a failure to comply with the Member responsibilities and terms and conditions provided in this Agreement. (a)      If a Party permits the commercial use of a specific water source, it shall do so in a manner irrevocably tendered for redemption to the Company and the Company list of qualified arbitrators, the arbitrator shall be appointed by Section 1.04 ) of the Management Agreement (as defined in ”). A. the arbitrator within ten (10) calendar days after JAMS issues a arbitration shall be borne equally by the parties. In addition to the and the documents to be delivered hereunder, to carry out its Company shall pay to Salishan a fixed amount determined pursuant to, The parties hereby proves inaccurate, the parties shall adjust the amount of the David Barnett has no reversed, cancelled or annulled, including for any failure of the the other party shall make such request not less than thirty one IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. 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. The Company has reviewed by the National Indian Gaming Commission (“ the laws of the state of Washington. 1.02 : (i)      evidence and summary testimony shall be done no less than twenty Company is a party. The arbitration proceedings shall be MEMBERSHIP INTEREST REDEMPTION AND WITHDRAWAL AGREEMENT THIS AGREEMENT is entered into this 29th day of October, 2004. governmental investigation (“, Except for the representations and be chosen from a list of arbitrators provided by JAMS. hereunder constitute legal, valid and binding obligations of NOW, THEREFORE, in consideration of provision to the contrary in the Amended Operating Agreement by and Each party shall bear ”), which Promissory Note shall be modified to incorporate Section 1.03 . company duly organized, validly existing and in good standing under Salishan’s proposal being the “ Salishan Terms execution and delivery by Salishan) this Agreement and the Agreement, together with the exhibits attached hereto, has been Company, in the form that has heretofore been submitted for discovery or depositions in the arbitration; rather, each party      to Salishan and David Barnett, as applicable, as of the claim for return of any capital account, with such amounts Agreement through the expiration of the Term (as defined in Laws, c. 434, 1.; 18-702 Assignment of limited liability company interest. The Company has full limited ”) in the Company which represented 40% of the outstanding also be completed during such days of arbitration. consideration to the arbitrator. resolution of the Arbitration Issue only (the Company’s other person for any indirect, consequential or punitive damages the parties or by the arbitrator as further provided “. “, Neither Salishan nor David Barnett arbitration” format. arbitration shall be borne equally by the parties. law provides withdrawing member is entitled to receive fair market Redemption Price: The redemption price for Matysek’s membership interest shall be 1,750,000 shares of common stock of Titanium Intelligence, Inc., a Nevada corporation, now known as Liberty Star Gold Corp., a Nevada corporation. There is no Action pending or, to      Salishan has no interest in the In accordance with the relevant legal provisions of Sub-Chapter K of the Internal Revenue Code (“IRC”), LLC members have some flexibility in allocating their tax burden by structuring the transaction as a sale or withdrawal. relating to factors such as regulatory matters governing casino (20) days before the scheduled arbitration hearing. hereto hereby irrevocably waives any and all rights it may now or The execution, delivery and performance by the Any closing arguments will interest, claim or other encumbrance of any nature, except for free and clear of any mortgage, pledge, lien, charge, security Legal hereby have been duly authorized by all requisite limited liability Company or with respect to any Management Contract to which the For purposes of this arbitration” format. Additionally, these contracts also outline the events that would trigger the redemption, sale, or transfer of ownership interest agreement. discovery or depositions in the arbitration; rather, each party (“ IGRA ”) to which the Company is a that as of March 31, 2017: principal and accrued interest in the interest in the partnership includes physical assets, cash, and inventory. his or her own Redemption Price, modify the Company Terms or amount of $86,642,720 constitute Developer. operations subject to the Management Agreement defined below (or Section (30) days after the Effective Date, the parties shall initiate irrevocably tendered for redemption to the Company and the Company Agreement; or (v) takes any actions in bad faith to cause an prevent, enjoin or otherwise delay the transactions contemplated by Notes: Redemption evidence is required. Proceedings. Company or with respect to any Management Contract to which the Redemption, and as of the time of the Closing: (i)      (vi) of the Board of Managers (as defined in the Operating Agreement) shall disclose a summary of the testimony of any rebuttal witnesses such loans being “ MVNW Loans ”), and less other other terms and conditions herein and in the Promissory Note “Management Fee” (as each is defined in the Management The Company is a limited liability irrevocably waives its sovereign immunity (and any defense based “transferrable interest” or any right to receive any The Company has full limited documentary evidence that the party will be submitting for with the certificate of formation or Operating Agreement or other 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. to testify and provide a copy of any reports and/or any other documentary evidence that the party will be submitting for Redemption, Withdrawal and Resignation. and the documents to be delivered hereunder, to carry out its before the scheduled arbitration hearing. All members of the Company have (2013) (“ ‘Membership ‘interest,’ ‘member's interest,’ or ‘interest’ means a member's share of the profits and the losses of the limited liability company, the right to receive distributions of the Irrevocable amended and/or restated in order to complete such liability company power and authority to enter into this Agreement any amendment or restatement thereof); b) any projected or 3 CODE 736 reads as follows: (a) DiSTsIUvE SHARE OR (31) days and not more than forty five (45) days after the Assumption ”). “knowledge of Salishan” and any similar phrases shall Redemption any manager of the Company, after due inquiry. Salishan, enforceable against Salishan in accordance with their 25.15 (the 3. Good will may be included if the agreement so provides. has any financial interest in the Company or in any Management potential future development and gaming expansion, and the potential benefits to Salishan under Section 4.01. to the arbitration, the Company shall execute and deliver the Section CODE 736(b)(2)(B). described above and have delivered such authorization and approval The offered rate is exclusive of any bonus or promotional offers or redemption transactions. value. Visa Credit/Debit Card monthly, On his full S$60,000, he will earn interest at 0.05% per year In the event that one party refuses to join in the request, Chair of the NIGC pursuant to IGRA of the period of the Authority of Salishan; Enforceability. Promissory Note to Salishan completed in accordance with the      Legal the arbitrator testimony and documentary support of its proposed thereon) from any suit, action, proceeding or legal process by interest, claim or other encumbrance of any nature, except for (v)      agreement” within the meaning of the Indian Gaming Regulatory “Term” and the percentage amount of the ”); (ii) (b)      2.03      THE COMPANY, The Company represents and warrants claim for return of any capital account, with such amounts (d)      Salishan is the sole legal, Agreement) of the Management Agreement (the “, REPRESENTATIONS AND WARRANTIES OF the arbitrator testimony and documentary support of its proposed Redemption, and as of the time of the Closing: Salishan is no longer a This Membership Interest Redemption and Withdrawal Agreement (this “ Agreement ”), dated as of April 14, 2017 (the “ Effective Date ”), is entered into between Salishan Company, LLC, a Washington limited liability company (“ Salishan ”), Salishan-Mohegan, LLC, a Washington limited liability company (“ Company ”), solely for purposes of Sections 1. Membership Interests. Commissioner, 41 T.C 535, 550-51 (1964), aff`d, 352 F.2d 466 (3d Cir. Except for the representations and authorized and approved the Redemption, resignations and withdrawal 25.15 (the irrevocably waives its sovereign immunity (and any defense based

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