Common use of Limited Liability Company Agreement Clause in Contracts

Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company effective as of the Effective Time. The Members hereby agree that during the term of the Company set forth in Section 2.6 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. On any matter upon which this Agreement is silent, the Delaware Act shall control. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that where the Delaware Act provides that a provision of the Delaware Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control; provided further, that notwithstanding the foregoing, Section 18-210 of the Delaware Act shall not apply or be incorporated into this Agreement.

Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of establishing governing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware ActDLLCA. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware ActDLLCA) of the Company effective as of the Effective Timedate set forth above. The Members hereby agree that during the term of the Company set forth in Section 2.6 2.06 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware ActDLLCA. On any matter upon which this Agreement is silent, the Delaware Act DLLCA shall control. No provision of this Agreement shall be in violation of the Delaware Act DLLCA and to the extent any provision of this Agreement is in violation of the Delaware ActDLLCA, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that where the Delaware Act DLLCA provides that a provision of the Delaware Act DLLCA shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control; provided further. Notwithstanding any provision of this Agreement to the contrary, that notwithstanding the foregoing, no Member or Assignee shall be entitled to appraisal or dissenters’ rights under any circumstances and no appraisal or dissenters’ rights may be granted under Section 18-210 of the Delaware Act shall not apply DLLCA or be incorporated into this Agreementotherwise.

Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used defined in the Delaware Act) of the Company effective as of the Effective Time. The Members hereby agree that during the term of the Company set forth in Section 2.6 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of set forth in this Agreement and the Delaware Act. On any matter upon which this Agreement is silent, the Delaware Act shall control. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that where the Delaware Act provides that a provision of the Delaware Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control; provided further, that notwithstanding the foregoing, Section 18-210 of the Delaware Act shall not apply or be incorporated into this Agreement.

Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of establishing governing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware ActDLLCA. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware ActDLLCA) of the Company effective as of the Effective Timedate set forth above. The Members hereby agree that during the term of the Company set forth in Section 2.6 2.06 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware ActDLLCA. On any matter upon which this Agreement is silent, the Delaware Act DLLCA shall control. No provision of this Agreement shall be in violation of the Delaware Act DLLCA and to the extent any provision of this Agreement is in violation of the Delaware ActDLLCA, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that where the Delaware Act DLLCA provides that a provision of the Delaware Act DLLCA shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control; provided further. Notwithstanding any provision of this Agreement to the contrary, that notwithstanding the foregoing, no Holder shall be entitled to appraisal or dissenters’ rights under any circumstances and no appraisal or dissenters’ rights may be granted under Section 18-210 of the Delaware Act shall not apply DLLCA or be incorporated into this Agreementotherwise.

Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company effective as of the Effective Time. The Members hereby agree that during the term of the Company set forth in Section 2.6 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. On any matter upon which this Agreement is silent, the Delaware Act shall control. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, provided that where the Delaware Act provides that a provision of the Delaware Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control; provided further, further that notwithstanding the foregoing, Section 18-210 of the Delaware Act shall not apply or be incorporated into this Agreement.

Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company effective as of the Effective Time. The Members hereby agree that during the term of the Company set forth in Section 2.6 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. On To the extent that the rights, powers, duties, obligations and liabilities of any matter upon which Member are different by reason of any provision of this Agreement is silentthan they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Delaware Act shall Act, control. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, provided that where the Delaware Act provides that a provision of the Delaware Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control; provided further, that notwithstanding the foregoing, no contractual appraisal rights, whether pursuant to the Delaware Act or otherwise, including Section 18-210 of the Delaware Act Act, shall not apply or be incorporated into this Agreement.

Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company effective as of the Effective Time. The Members hereby agree that during the term of the Company set forth in Section 2.6 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. On any matter upon which this Agreement is silent, the Delaware Act shall control. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that where the Delaware Act provides that a provision of the Delaware Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control; provided further, that notwithstanding the foregoing, Section 18-210 of the Delaware Act shall not apply to or be incorporated into this Agreement.

Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of establishing governing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware ActDLLCA. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware ActDLLCA) of the Company effective as of the Effective Timedate set forth above. The Members hereby agree that during the term of the Company set forth in Section 2.6 ‎Section 2.06 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware ActDLLCA. On any matter upon which this Agreement is silent, the Delaware Act DLLCA shall control. No provision of this Agreement shall be in violation of the Delaware Act DLLCA and to the extent any provision of this Agreement is in violation of the Delaware ActDLLCA, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that where the Delaware Act DLLCA provides that a provision of the Delaware Act DLLCA shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control; provided further. Notwithstanding any provision of this Agreement to the contrary, that notwithstanding the foregoing, no Member or Assignee shall be entitled to appraisal or dissenters’ rights under any circumstances and no appraisal or dissenters’ rights may be granted under Section 18-210 of the Delaware Act shall not apply DLLCA or be incorporated into this Agreementotherwise.

Limited Liability Company Agreement. The Members Member and the Company ----------------------------------- hereby execute and deliver this Agreement for the purpose of establishing governing and regulating the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company effective as of the Effective Time. The Members hereby agree that during During the term of the Company set forth in Section 2.6 2.6, to the greatest extent permitted under applicable law: (i) the rights and obligations of the Members Member with respect to the Company will shall be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. On any matter upon which this Agreement is silent, the Delaware Act shall control. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that (ii) where the Delaware Act provides that a provision of such rights and obligations specified in the Delaware Act shall apply “"unless otherwise provided in a limited liability company agreement” ", the "limited liability company agreement may provide" for such rights and obligations, or words of similar effect, the such rights and obligations shall be as set forth in this Agreement, none of those statutory default provisions shall apply or have any effect whatsoever and, therefore, by way of this Agreement shall illustration and not in each instance control; provided further, that notwithstanding limitation of the foregoing, appraisal rights permitted under Section 18-210 of the Delaware Act shall not apply or be incorporated into this Agreement, and no Member or assignee of a limited liability company interest in the Company shall have any of the dissenter or appraisal rights described therein except to the extent expressly provided herein.

Limited Liability Company Agreement. Upon the execution of this Agreement, each of the Holdings Purchasers (as defined in the Purchase Agreement) shall be admitted to Holdings LLC as an Additional Member. The Members hereby execute this Agreement for the purpose of establishing the affairs of the Company Holdings LLC and the conduct of its business in accordance with the provisions of the Delaware Act. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company effective as of the Effective Time. The Members hereby agree that during the term of the Company Holdings LLC set forth in Section 2.6 2.7, the rights rights, powers and obligations of the Members Unitholders with respect to the Company Holdings LLC will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. On any matter upon which this Agreement is silentand, the Delaware Act shall control. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that except where the Delaware Act provides that a provision of such rights, powers and obligations specified in the Delaware Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effecteffect and this Agreement addresses any such rights, powers and obligations (whether or not specifically over-riding the Delaware Act), the provisions of this Agreement shall in each instance controlDelaware Act; provided furtherthat, that notwithstanding the foregoing, Section 18-210 305(a) of the Delaware Act (entitled “Access to and Confidentiality of Information; Records”) shall not apply to or be incorporated into this AgreementAgreement and the Unitholders hereby waive any rights under such sections of the Delaware Act (but with it being understood that this proviso shall not affect the obligations of Holdings LLC under Section 7.2).

Limited Liability Company Agreement. The Members hereby execute have executed this Agreement for the purpose of establishing governing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware ActDLLCA. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware ActDLLCA) of the Company effective as of the Effective Timedate set forth above. The Members hereby agree that during the term of the Company set forth in Section 2.6 ‎Section 2.06 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware ActDLLCA. On any matter upon which this Agreement is silent, the Delaware Act DLLCA shall control. No provision of this Agreement shall be in violation of the Delaware Act DLLCA and to the extent any provision of this Agreement is in violation of the Delaware ActDLLCA, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; Agreement; provided, however, that where the Delaware Act DLLCA provides that a provision of the Delaware Act DLLCA shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control; provided further. Notwithstanding any provision of this Agreement to the contrary, that notwithstanding the foregoing, no Member or Assignee shall be entitled to appraisal or dissenters’ rights under any circumstances and no appraisal or dissenters’ rights may be granted under Section 18-210 of the Delaware Act shall not apply DLLCA or be incorporated into this Agreementotherwise.

Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. This Agreement amends and restates the Prior Agreement in its entirety and shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company effective as of the Effective Timedate hereof. The Members hereby agree that during the term of the Company set forth in Section 2.6 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. On any matter upon which this Agreement is silent, the Delaware Act shall control. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that where the Delaware Act provides that a provision of the Delaware Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control; provided further, that notwithstanding the foregoing, Section 18-18- 210 of the Delaware Act shall not apply or be incorporated into this Agreement.. 2.3