Common use of FORMATION MATTERS Clause in Contracts

FORMATION MATTERS. 16 2.1 Formation of Limited Liability Company 16 2.2 Filings 16 2.3 Limited Liability Company Name 16 2.4 Principal Office 16 2.5 Term of Company 17 2.6 Name, Address and Designation of Managers and Members 17 2.7 Agent for Service of Process 17 2.8 Agreement, Effect of Inconsistencies with the Law 17 2.9 Entity Declaration 17 3.1 Purposes of the Limited Liability Company 18 3.2 Powers of the Company 18 4.1 Capital Contributions by Members 18 4.2 Cash and Property Contributions by Unit Holders 18 4.3 Non-Capital Contribution 19 4.4 Withdrawal of Capital 19 4.5 Interest 19 4.6 Liabilities of Managers for Contributions 19 4.7 Maintenance of Capital Accounts 19 4.8 Additional Contributions 20 4.9 Revaluation of Company Property 21 5.1 Allocations of Net Gains 22 5.2 Allocation of Net Losses 22 5.3. Syndication Expenses 22 5.4 Special Allocations 22 5.5 Other Allocation Rules 23 5.6 Accounting Policy; Fiscal Year 24 5.7 Books and Records 24 5.8 Banking 24 5.9 Compensation of Managers and Affiliates 24 EXHIBIT 2 to Offering Circular/Opening Night Enterprises, LLC/Operating Agreement i 5.10 Unit Holder Compensation 25 5.11 Taxes of Taxing Jurisdictions 25 5.12 Cash Method of Accounting 25 DISTRIBUTIONS 25 6.1. Distributions 25 6.2 Distributions in Liquidation 27 6.3 Governmental Withholding 27 6.4 Liability upon Wrongful Distribution 27

FORMATION MATTERS. 16 2.1 Formation of Limited Liability Company 16 2.2 Filings 16 2.3 Limited Liability Company Name 16 2.4 Principal Office 16 2.5 Term of Company 17 2.6 Name, Address and Designation of Managers and Members 17 2.7 Agent for Service of Process 17 2.8 Agreement, Effect of Inconsistencies with the Law 17 2.9 Entity Declaration 17 3.1 Purposes of the Limited Liability Company 18 3.2 Powers of the Company 18 4.1 Capital Contributions by Members 18 4.2 Cash and Property Contributions by Unit Holders 18 4.2.1 Risk of Authorizing Immediate Use of Commitment Prior to Minimum Capitalization of the Company 18 4.3 Non-Capital Contribution 19 4.4 Withdrawal of Capital 19 4.5 Interest 19 4.6 Liabilities of Managers for Contributions 19 4.7 Maintenance of Capital Accounts 19 4.8 Additional Contributions 20 4.9 Revaluation of Company Property 21 5.1 Allocations of Net Gains 22 5.2 Allocation of Net Losses 22 5.3. Syndication Expenses 22 5.4 Special Allocations 22 5.5 Other Allocation Rules 23 5.6 Accounting Policy; Fiscal Year 24 5.7 Books and Records 24 5.8 Banking 24 5.9 Compensation of Managers and Affiliates 24 EXHIBIT 2 to Offering Circular/Opening Night Enterprises, LLC/Operating Agreement i 5.10 Unit Holder Compensation 25 5.11 Taxes of Taxing Jurisdictions 25 5.12 Cash Method of Accounting 25 DISTRIBUTIONS 25 6.1. Distributions 25 6.2 Distributions in Liquidation 27 6.3 Governmental Withholding 27 6.4 Liability upon Wrongful Distribution 27