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ARC Lifemed8/2/2005
ge the joint venture. This agreement remained effective after the Amended and Restated LLC Agreement.
By the Amended and Restated LLC Agreement, a one-third ownership interest was assigned to each member with each member appointing two representatives to the Board of Directors of LifeMed. This Agreement provided that no portion of the capital funds of LifeMed could be withdrawn at any time without the approval of all members and that upon termination, dissolution, and liquidation of LifeMed, each member's capital account was to be distributed. Each member could withdraw from LifeMed at any time and receive a return of its positive capital account balance.
According to the Management Agreement, AMC-TN was engaged to manage LifeMed's business. In return, AMC-TN was entitled to a management fee which it would earn by performing certain duties for the Owner, LifeMed. Among these duties, the Agreement prescribed the following:
1. Retention of Manager
Owner hereby retains Manager to provide management services in connection with the Pharmacy under the terms and conditions set forth herein. The Operating Agreement describes various additional duties for which Manager is also responsible including, without limitation, Budgets (Operating Agreement, Section 4.4) and various responsibilities for books, records and accounting matters (Operating Agreement, Article 5). The Owner and Manager intend that the management fee described in this Agreement shall be full and complete compensation for the Manager for the provision of its services described in this Agreement as well as the provision of those additional services required of the Manager pursuant to the Operating Agreement.
2. Responsibilities of Manager
During the Term, as defined below, Manager shall provide the following management, consulting and advisory services to Owner in connection with the operation of the Pharmacy, and shall devote such time, expertise, and resources as may be appropriate to properly manage the Pharmacy as provided herein:
B. Bank Accounts; Payment of Business Expenses
Manager shall direct the opening and closing of bank accounts in the name of Owner for the benefit and account of Owner in a bank of Manager's selection, which shall be approved by the Board of Managers, and shall direct the deposit therein of all money received in the course of the operation of the Pharmacy. Manager shall cause all expenses incurred in the operation of the Pharmacy, including, but not limited to, payment of Manager's fees and expenses hereunder, debt services, payroll, benefits and related employee expenses, to be paid, at the Owner's expense, by check drawn on such accounts and signed by such party or parties as may be designated by Manager and approved by the Board of Managers.
H. Bookkeeping and Accounting; Taxes
Manager shall direct the bookkeeping and accounting procedures necessary for the operation of the Pharmacy and the preparation of proper financial statements and records. Bookkeeping and accounting procedures and systems shall be in accordance with the operating capital and cash programs developed by Manager, which programs shall conform to generally accepted accounting principles. Managers shall maintain the general ledger for the Pharmacy, cause payment of the accounts payable pursuant to Section 2.B. and prepare periodic financial statements as required by Article V of the Operating Agreement. Under Manager's direction, Owner shall maintain the accounts receivable for the Pharmacy, and receive, deposit and report on cash receipts on forms provided by Manager. Subject to the provisions of Section 5.7 of the Operating Agr
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