LIMITED LIABILITY COMPANY AGREEMENT
THIS LIMITED LIABILITY COMPANY AGREEMENT1 (this “Agreement”) by the undersigned sole member (the “Member”) of ________________________, LLC,2 a Delaware limited liability company (the “Company”), is effective as of the date of formation of the Company.
The Member is executing this Agreement for the purpose of forming a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (DEL. CODE ANN. tit. 6, § 18-101 et seq.), as amended from time to time3 (the “Delaware LLC Act”), and hereby agrees as follows4:
(i) The Company was formed on ____________ ___, ______5 by _________________ (the “Organizer”), acting in the capacity of an “authorized person”6 under section 18-201 of the Delaware LLC Act, executing the initial certificate of formation of the Company and filing it with the Secretary of State of the State of Delaware. The Member hereby acknowledges his or her authorization and approval of the Organizer’s taking, and otherwise ratifies, that action to form the Company under the Delaware LLC Act. 7
(ii) Each of the Member and ____________________8 is hereby designated as an authorized person, within the meaning of the Delaware LLC Act and otherwise, to execute, deliver and file any amendments and/or restatements to the certificate of formation of the Company and any other certificates (and any amendments and/or restatements thereof ) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.
The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, to engage in any lawful act or activity for which a limited liability company may be formed under the Delaware LLC Act.9
3. POWERS OF THE COMPANY10
(i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.
(ii) All real and personal property of the Company shall be owned by the Company as an entity. The Member shall not have any interest in any specific property of the Company. The interest of the Member in the Company is personal property.11
The following information with respect to the Member is to be provided on Schedule 1 and will be accurate as of the date hereof (except to the extent updated as provided below):
(i) the name and address of the Member; and
(ii) the capital contribution of the Member to the Company.12
The Member may, but shall not be required to, update the information on Schedule 1 from time to time to reflect any changes in that information.
5.1 MANAGEMENT OF THE COMPANY13
(i) The Member shall manage the Company in accordance with this Agreement. The Member is an agent of the Company, and the actions …