Section 25Part 6 — Dissolution and Winding Up
Limitations on distributions
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A limited liability company shall not —
declare, make or pay a distribution to a member (includ ing any distribution to be made or paid with respect to a member withdrawing from or otherwise ceasing to be a member of the limited liability company); or
release a member from any obligation (whether in respect of any obligation to make a contributio n or otherwise) to the limited liability company, to the extent that at the time of such distribution or purported release, the limited liability company is unable to pay its debts as they fall due in the ordinary course of business (including where such d istribution or release would cause the limited liability company to be unable to pay its debts as they fall due in the ordinary course of business).
A member who receives a distribution or is purportedly released from an obligation in violation of subs ection (1), and who had actual knowledge at the time of the distribution or purported release that the distribution or release violated subsection (1), shall be liable to the limited liability company for the amount of the distribution or for performance o f the obligation purportedly released.
Subject to any express provision of the LLC agreement to the contrary, a member who receives a distribution or is released from an obligation in violation of subsection (1) and who did not have actual knowledge at the time of the distribution or release that the distribution or release violated subsection (1) shall, notwithstanding subsection (1), not be liable for the amount of the distribution or for performance of the obligation released.