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Contract analysis / letter-prnp-membership-interest-request.docx
letter-prnp-membership-interest-request.docx
1035-00005 · 13 clauses
High · 0 Medium · 4 Standard · 3
I. Identification of the Decedent's Membership Interest Medium
⚑ Assignment / subcontracting
I. Identification of the Decedent's Membership Interest Based on a review of the decedent's personal and business files, records obtained from his financial advisors, and other information available to us, it is our understanding that Teodoro R. Fonseca held a thirty-five percent (35%) membership interest in Pacific Rim Narrative Partners LLC. We understand that the Company is a California limited liability company t
II. Specific Information and Document Requests
II. Specific Information and Document Requests In order to facilitate the proper administration of the estate, including the preparation of an accurate inventory and appraisal of estate assets as required by California Probate Code sections 8800 et seq., we request the following specific information and documentation. We have organized these requests by subject matter for your convenience.
1. Confirmation of Membership Interest Standard
⚑ Commercial term
1. Confirmation of Membership Interest We request a written confirmation of the decedent's thirty-five percent (35%) membership interest in PRNP, including, without limitation, the following specific items of information: (a) The date upon which the decedent initially acquired his membership interest in the Company; (b) The form and amount of all capital contributions made by the decedent to the Company, whether in c
2. Operating Agreement
2. Operating Agreement We request a complete and accurate copy of the current operating agreement of Pacific Rim Narrative Partners LLC, together with all amendments, restatements, supplements, side letters, letter agreements, or other documents that modify, supplement, or otherwise affect the terms of the operating agreement. To the extent that Mr. Fonseca was a party to, or the subject of, any side letters, supplem
3. Capital Account Statements
3. Capital Account Statements We request copies of all capital account statements, account summaries, and related periodic reports for the decedent's membership interest in the Company, covering the entire period from the date of the Company's formation in 2015 through September 3, 2022, the date of Mr. Fonseca's death. These statements should reflect all capital contributions, allocations of income, gain, loss, dedu
4. Distribution History Standard
⚑ Commercial term
4. Distribution History We request a complete and detailed record of all distributions made to Teodoro R. Fonseca from Pacific Rim Narrative Partners LLC from the date of the Company's formation in 2015 through September 3, 2022, the date of death. For each distribution, we request the following information: (a) The date of the distribution; (b) The gross amount of the distribution; (c) The net amount of the distribu
5. Financial Statements and Valuation Information Standard
⚑ Commercial term
5. Financial Statements and Valuation Information In order to support the estate's appraisal and valuation efforts, we request the following financial information regarding the Company: (a) The most recent audited financial statements of Pacific Rim Narrative Partners LLC, including the balance sheet, income statement, statement of changes in members' capital, statement of cash flows, and all accompanying notes, sche
6. Tax Documentation
6. Tax Documentation We request the following tax-related documentation pertaining to the decedent's membership interest: (a) Copies of all Schedule K-1s (IRS Form 1065, U.S. Return of Partnership Income) issued to Teodoro R. Fonseca for tax years 2019, 2020, and 2021; (b) Any partial-year or final Schedule K-1 for the tax year 2022 covering the period from January 1, 2022 through September 3, 2022, or, if such K-1 h
7. Pending or Contemplated Transactions Medium
⚑ Forum / governing law
7. Pending or Contemplated Transactions Finally, we request information regarding any pending or contemplated transactions, events, or developments that may affect the value, status, or disposition of the decedent's membership interest, including, without limitation: (a) Any pending or anticipated capital calls that have been or may be issued to the members, including the decedent's estate; (b) Any pending or contemp
III. Legal Authority and Basis for Request
III. Legal Authority and Basis for Request Mrs. Fonseca, as the petitioner for letters of administration and as the surviving spouse of the decedent, has a direct and substantial interest in identifying, marshaling, and preserving all assets of the decedent's estate. Under the California Probate Code, the personal representative of a decedent's estate has both the right and the duty to take possession of, protect, an
IV. Preservation Notice Medium
⚑ Assignment / subcontracting
IV. Preservation Notice We hereby request that Pacific Rim Narrative Partners LLC, and its officers, managers, members, employees, agents, accountants, attorneys, and representatives, preserve and maintain all records, correspondence, financial statements, account statements, tax documents, communications (whether in written, electronic, or any other form), and any other documents or information of any kind that rela
V. Response Deadline and Contact Information
V. Response Deadline and Contact Information We respectfully request that you provide a complete written response to the requests set forth in this letter within twenty (20) business days of the date hereof, which would be on or before November 29, 2022. If you are unable to provide a complete response within this timeframe, we ask that you contact us promptly to discuss the status of your response and to establish a
VI. Confidentiality Medium
⚑ Confidentiality undertaking
VI. Confidentiality Please be advised that this letter, and all information exchanged in connection with it, relates to pending probate proceedings in the Los Angeles County Superior Court and should be treated as confidential. We ask that you limit the dissemination of this letter and any responsive materials to those individuals within the Company and its professional advisors who have a need to know in order to co