Amended LLC Agreement Sample Clauses

Amended LLC Agreement. An amended Agreement governing the rights and obligations of the Members, and making such changes to this Agreement as are made necessary by the Disposition. Any and all costs incurred in connection with such amendment of this Agreement (including all attorneys' fees) shall be borne by the Member Disposing of its Membership Interest.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Amended LLC Agreement. On or prior to the Closing Date, the Parties shall execute and deliver the Amended LLC Agreement in the form attached hereto as Exhibit H with only those changes (i) set forth in this Section 7.13 to reflect the final calculation of the BOE Allocation (as such term is defined in the Amended LLC Agreement) and the number of issued and authorized New Laredo Preferred Units and (ii) to insert the authorized number of Profits Units (as such term is defined in the Amended LLC Agreement) to be issued in accordance with the provisions of the Amended LLC Agreement. The Parties agree that the BOE Allocation will be a percentage equal to (a) the Equity Consideration amount as adjusted and determined pursuant to Section 9.02 on or before the Closing divided by (b)(A) the quotient obtained by dividing (i) the Equity Consideration minus the Outstanding Amount by (ii) 50%, minus (B) the net amount of all adjustments to the Equity Consideration under Section 9.02 other than the Outstanding Amount. Further, the Parties shall determine the final number of New Laredo Preferred Units to be authorized, issued and outstanding and set forth in the Amended LLC Agreement as an amount equal to (i) (A) the aggregate amount of Series A-1 Units and Series A-2 Units outstanding as of the Closing divided by (B) the LP Allocation (as such term is defined in the Amended LLC Agreement) times (ii) the BOE Allocation. At the Closing, each of the Parties hereto shall execute and deliver, or shall use their reasonable efforts to cause such other Persons who are required to consent to an amendment of the LLC Agreement to execute and deliver, their respective signature pages to the Amended LLC Agreement to make such Agreement binding and enforceable at the Closing.
Sample 1Sample 2
Amended LLC Agreement. The Contributors shall have received the signature pages to the Amended LLC Agreement from all holders of Existing Laredo Preferred Units, Contributors and each other Person whose consent and signature is required to amend the LLC Agreement.
Sample 1Sample 2
Amended LLC Agreement. No later than the Effective Date, the Company shall execute and deliver the Amended LLC Agreement.
Sample 1
Amended LLC Agreement. The Company shall have executed and delivered the Amended LLC Agreement, substantially on the terms set forth in Exhibit C.
Sample 1
Amended LLC Agreement. (a) At the Closing, Furukawa and CommScope shall, or shall cause their respective wholly owned Subsidiaries to, execute and deliver the Amended LLC Agreement and any other documents ancillary thereto. (b) Notwithstanding anything contained herein to the contrary, none of Furukawa, any Buyer Entity or any Representative of any of the foregoing shall owe any fiduciary duty, other than the duty of a manager of a limited liability company to act with the care of a reasonably prudent person, to any Cable JV Entity or any equity holder or Affiliate of any of the foregoing, and shall only have the duties explicitly set forth in the Amended LLC Agreement. Notwithstanding anything contained herein or in the Amended LLC Agreement to the contrary, no equity holder of the Cable JV or any Representative of any such Person shall have any claim against any other equity holder or any manager of the Cable JV, or any of their respective Representatives, based upon or arising from a claimed breach of a fiduciary duty, duty of loyalty, corporate opportunity doctrine, conflict of interest or any similar basis, and each such Person hereby waives any such claim on behalf of itself and its Subsidiaries and Affiliates. In taking any action, making any decision or exercising any discretion with respect to the Cable JV or its Subsidiaries, Furukawa and its Representatives shall be entitled to consider such interests and factors asthey desire, including their own interests or those of their Affiliates, and shall have no duty or obligation (i) to give any consideration to the interest of or factors affecting the Cable JV or any other Person or (ii) to abstain from participating in any vote or other action of the Cable JV or any of its Subsidiaries or Affiliates, or any board of directors, board of managers or similar governing body of any of the foregoing. Nothing contained in this Section 5.5 shall constitute a waiver of any claim for breach of this Agreement by any party hereto. (c) CommScope shall indemnify and hold harmless the Cable JV, each member thereof, and any Affiliate of any of the foregoing (each, a "Furukawa Indemnity") from any Losses and Expenses (as defined in the Amended LLC Agreement) arising from (i) any breach by the CTV Member of Section 4.19 or Section 6.9(c) of the Amended LLC Agreement (except, in the case of Section 6.9(c) of the Amended LLC Agreement, to the extent that any such Losses and Expenses result directly from Furukawa's (or its Affiliates') failure...
Sample 1
Amended LLC Agreement. Each of the Sellers, the Company and the Purchaser hereby agree (a) that, as of the Closing, the Existing LLC Agreement shall be amended and restated in its entirety, and (ii) to execute and to deliver the Amended LLC Agreement immediately prior to the Closing in anticipation of the same becoming effective as of the Closing.
Sample 1
AutoNDA by SimpleDocs
Amended LLC Agreement. The Amended LLC Agreement, shall have been executed and delivered by the Company, the Sellers, the Purchaser and/or their respective Affiliates party thereto, as applicable, and the Amended LLC Agreement shall be in full force and effect.
Sample 1
Amended LLC Agreement. An amended Agreement governing the rights and obligations of the Members, and making such changes to this Agreement as are made necessary by the Disposition (e.g., the provisions pertaining to management of the LLC may be revised due to a Member having a non-Controlling interest in the Company).
Sample 1

Related to Amended LLC Agreement

  • LLC Agreement This Agreement shall be treated as part of the LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

  • Amendment of Partnership Agreement Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or consolidation.

  • Partnership Agreement Units issued upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Units to the Participant, the Participant shall, automatically and without further action on his or her part, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Complete Agreement; Amendment This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto. This Agreement cannot be modified except by an agreement in writing signed by both parties and specifically referring to this Agreement.

  • Amendment of Partnership Agreement Meetings Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.8(f)(ii)" after each reference to "4.5(f)(ii)" therein.

  • Membership Agreement Membership in USA Gymnastics is a privilege and may be (i) denied, withheld, or non-renewed at any time by USA Gymnastics and/or (ii) suspended or terminated in accordance with USA Gymnastics’ bylaws, policies and standards. You agree that USA Gymnastics has the right to deny, withhold, non-renew, suspend or terminate your membership if you engage in any sexual misconduct, or if USA Gymnastics has reason to believe you pose a threat to the safety of athletes or other members. You have read, understand and agree to be bound by this Agreement, the USA Gymnastics bylaws, Safe Sport Policy, SafeSport Investigation & Resolution Procedures, and Code of Ethical Conduct. You are bound by all safe sport rules, policies and procedures whether published by USA Gymnastics or the U.S. Center for Safe Sport (“Center”), as well as all applicable state, federal, and local laws, including applicable criminal laws. You consent to the jurisdiction of the Center. Any discipline imposed by the Center or USA Gymnastics extends to your participation in all aspects of the Olympic Movement. You agree that any disciplinary measure, whether interim or final, whether imposed before or after the date of this Agreement, whether expired or in effect, may be posted on our website or otherwise publicly published and may include information identifying you and describing the misconduct alleged. You authorize USA Gymnastics and its members to disclose, in good faith, any information or honestly held opinions about you, including without limitation any membership records, USA Gymnastics SafeSport or Center information, or other disciplinary information, with any current or potential employer of yours. You further agree that USA Gymnastics may disclose any information provided by, or about, you as USA Gymnastics determines is reasonably necessary to comply with any law, regulation, legal process, or any request by any governmental body or agency, the Center, or the United States Olympic and Paralympic Committee (“USOPC”). TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU FOREVER RELEASE AND DISCHARGE USA GYMNASTICS AND/OR ITS MEMBERS FROM ANY AND ALL LOSS, LIABILITY, DAMAGE OR CLAIM OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, WHETHER IN LAW OR IN EQUITY, WHETHER NOW EXISTING OR ACCRUING IN THE FUTURE, ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION OR OPINIONS DISCLOSED IN ACCORDANCE WITH THIS SECTION.

  • Partnership Agreements Each of the partnership agreements, declarations of trust or trust agreements, limited liability company agreements (or other similar agreements) and, if applicable, joint venture agreements to which the Company or any of its subsidiaries is a party has been duly authorized, executed and delivered by the Company or the relevant subsidiary, as the case may be, and constitutes the valid and binding agreement of the Company or such subsidiary, as the case may be, enforceable in accordance with its terms, except as the enforcement thereof may be limited by (A) the effect of bankruptcy, insolvency or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) the effect of general principles of equity, and the execution, delivery and performance of such agreements did not, at the time of execution and delivery, and does not constitute a breach of or default under the charter or bylaws, partnership agreement, declaration of trust or trust agreement, or limited liability company agreement (or other similar agreement), as the case may be, of the Company or any of its subsidiaries or any of the Agreements and Instruments or any law, administrative regulation or administrative or court order or decree.

  • Existing Agreement Except as expressly amended herein, the Credit Agreement shall remain in full force and effect, and in all other respects is affirmed.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!