Establishment of Series. Pursuant to Section 18-215 of the Act and the Limited Liability Company Agreement of the Parent LLC (the “Parent LLC Agreement”), the Parent LLC is authorized to establish separate members and limited liability company interests with separate and distinct rights, powers, duties, obligations, businesses, and objectives (each a “Series”). The Fund is hereby established as a Series under the Parent LLC Agreement. The Series created hereby, and the rights and obligations of the Members of the Series will be governed by this Agreement. In the event of any inconsistency between this Agreement and the Parent LLC Agreement, this Agreement will control. The debts, liabilities, obligations, and expenses incurred, with respect to the Fund will be enforceable against the assets of the Fund only and not against the assets of the Parent LLC generally or any other Series of the Parent LLC, and, unless expressly set forth in this Agreement, none of the debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to the Parent LLC generally or any other Series of the Parent LLC will be enforceable against the assets of the Fund. A Person participating as a member in one Series will have no rights or interest with respect to any other Series, other than through that Person’s interest in association with that Series as independently acquired by that Person. This Agreement and all provisions herein will be interpreted in a manner to give full effect to the separate and distinct existence of each Series. The Administrator shall take reasonable and necessary steps to implement the provisions of this paragraph. The Fund will be dissolved, and its affairs wound up pursuant to the provisions of this Agreement. The dissolution and termination of the Fund will not, in and of itself, cause or result in the dissolution or termination of the Parent LLC or any other Series.
Appears in 2 contracts
Samples: Subscription Agreement, Subscription Agreement
Establishment of Series. Pursuant to Section 18-215 215(b) of the Act and the Limited Liability Company Agreement of the Parent LLC (the “Parent Master LLC Agreement”), the Parent Master LLC is authorized to establish separate members and limited liability company interests with separate and distinct rights, powers, duties, obligations, businesses, businesses and objectives (each a “"Series”"). The Notice is hereby given that the Fund is hereby established as a Series under the Parent Master LLC Agreement. The Series created hereby, and the rights and obligations of the Members of the Series will be governed by this Agreement. In the event of any inconsistency between this Agreement and the Parent Master LLC Agreement, this Agreement will control. The debts, liabilities, obligations, obligations and expenses incurred, with respect to the Fund will be enforceable against the assets of the Fund only and not against the assets of the Parent Master, LLC generally or any other Series of the Parent Master LLC, and, unless expressly set forth otherwise provided in this Agreement, none of the debts, liabilities, obligations, obligations and expenses incurred, contracted for or otherwise existing with respect to the Parent Master LLC generally or any other Series of the Parent Master LLC will be enforceable against the assets of the Fund. A Person Member participating as a member in one Series will have no rights or interest with respect to any other Series, other than through that Person’s Member's interest in association with that Series as independently acquired by that PersonMember. This Agreement and all provisions herein will be interpreted in a manner to give full effect to the separate and distinct existence separateness of each Series. The Administrator Manager shall take reasonable and steps as are necessary steps to implement the provisions of this paragraphSection 2.2. Without limitation on the preceding sentence, the Manager shall maintain separate and distinct records for each Series, shall separately hold and account for the assets of each Series, and shall otherwise comply with the requirements of Section 18-215 of the Act. The Fund will be dissolved, and its affairs wound up pursuant to the provisions of this Agreement. The dissolution and termination of the Fund will not, in and of itself, cause or result in the dissolution or termination of the Parent Master, LLC or any other Series.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Establishment of Series. Pursuant to Section 18-215 215(b) of the Act and the Limited Liability Company Agreement of the Parent LLC (the “Parent Master LLC Agreement”), the Parent Master LLC is authorized to establish separate members and limited liability company interests with separate and distinct rights, powers, duties, obligations, businesses, businesses and objectives (each a “Series”). The Fund Notice is hereby given that the Company is hereby established as a Series under the Parent Master LLC Agreement. The Series created hereby, and the rights and obligations of the Members of the Series will be governed by this Agreement. In the event of any inconsistency between this Agreement and the Parent Master LLC Agreement, this Agreement will control. The debts, liabilities, obligations, obligations and expenses incurred, with respect to the Fund Company will be enforceable against the assets of the Fund Company only and not against the assets of the Parent Master, LLC generally or any other Series of the Parent LLCMaster, and, unless expressly set forth otherwise provided in this Agreement, none of the debts, liabilities, obligations, obligations and expenses incurred, contracted for or otherwise existing with respect to the Parent Master LLC generally or any other Series of the Parent Master LLC will be enforceable against the assets of the FundCompany. A Person member participating as a member in one Series will have no rights or interest with respect to any other Series, other than through that PersonMember’s interest in association with that Series as independently acquired by that PersonMember. This Agreement and all provisions herein will be interpreted in a manner to give full effect to the separate and distinct existence separateness of each Series. The Administrator Manager shall take reasonable and steps as are necessary steps to implement the provisions of this paragraphSection. Without limitation on the preceding sentence, the Manager shall maintain separate and distinct records for each Series, shall separately hold and account for the assets of each Series, and shall otherwise comply with the requirements of Section 18-215 of the Act. The Fund Company will be dissolved, and its affairs wound up pursuant to the provisions of this Agreement. The dissolution and termination of the Fund Company will not, in and of itself, cause or result in the dissolution or termination of the Parent Master, LLC or any other Series.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Freeport Holdings Series LLC)
Establishment of Series. Pursuant to Section 18-215 215(b) of the Act and the Limited Liability Company Agreement of the Parent Master LLC (the “Parent Master LLC Agreement”), the Parent Master LLC is authorized to establish separate members and limited liability company interests with separate and distinct rights, powers, duties, obligations, businesses, businesses and objectives (each a “Series”). The Notice is hereby given that the Fund is hereby established as a Series under the Parent Master LLC Agreement. The Series created hereby, and the rights and obligations of the Members of the Series will be governed by this Agreement. In the event of any inconsistency between this Agreement and the Parent Master LLC Agreement, this Agreement will control. The debts, liabilities, obligations, obligations and expenses incurred, with respect to the Fund will be enforceable against the assets of the Fund only and not against the assets of the Parent Master LLC generally or any other Series of the Parent LLCMaster, and, unless expressly set forth otherwise provided in this Agreement, none of the debts, liabilities, obligations, obligations and expenses incurred, contracted for or otherwise existing with respect to the Parent Master LLC generally or any other Series of the Parent LLC Master will be enforceable against the assets of the Fund. A Person member participating as a member in one Series will have no rights or interest with respect to any other Series, other than through that PersonMember’s interest in association with that Series as independently acquired by that PersonMember. This Agreement and all provisions herein will be interpreted in a manner to give full effect to the separate and distinct existence separateness of each Series. The Administrator Manager shall take reasonable and steps as are necessary steps to implement the provisions of this paragraphSection 2.2. Without limitation on the preceding sentence, the Manager shall maintain separate and distinct records for each Series, shall separately hold and account for the assets of each Series, and shall otherwise comply with the requirements of Section 18-215 of the Act. The Fund will be dissolved, and its affairs wound up pursuant to the provisions of this Agreement. The dissolution and termination of the Fund will not, in and of itself, cause or result in the dissolution or termination of the Parent Master LLC or any other Series.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Establishment of Series. Pursuant to Section 18-215 215(b) of the Act and the Limited Liability Company Agreement of the Parent LLC (the “Parent Master LLC Agreement”), the Parent Master LLC is authorized to establish separate members Members and limited liability company interests with separate and distinct rights, powers, duties, obligations, businesses, businesses and objectives (each a “"Series”"). The Notice is hereby given that the Fund is hereby established as a Series under the Parent Master LLC Agreement. The Series created hereby, and the rights and obligations of the Members of the Series will be governed by this Agreement. In the event of any inconsistency between this Agreement and the Parent Master LLC Agreement, this Agreement will control. The debts, liabilities, obligations, obligations and expenses incurred, with respect to the Fund will be enforceable against the assets of the Fund only and not against the assets of the Parent Master, LLC generally or any other Series of the Parent Master LLC, and, unless expressly set forth otherwise provided in this Agreement, none of the debts, liabilities, obligations, obligations and expenses incurred, contracted for or otherwise existing with respect to the Parent Master LLC generally or any other Series of the Parent Master LLC will be enforceable against the assets of the Fund. A Person Member participating as a member in one Series will have no rights or interest with respect to any other Series, other than through that Person’s Member's interest in association with that Series as independently acquired by that PersonMember. This Agreement and all provisions herein will be interpreted in a manner to give full effect to the separate and distinct existence separateness of each Series. The Administrator Manager shall take reasonable and steps as are necessary steps to implement the provisions of this paragraphSection 2.2. Without limitation on the preceding sentence, the Manager shall maintain separate and distinct records for each Series, shall separately hold and account for the assets of each Series, and shall otherwise comply with the requirements of Section 18-215 of the Act. The Fund will be dissolved, and its affairs wound up pursuant to the provisions of this Agreement. The dissolution and termination of the Fund will not, in and of itself, cause or result in the dissolution or termination of the Parent Master, LLC or any other Series.
Appears in 1 contract
Samples: Limited Liability Company Agreement