Owner LLC Agreements Clause Samples

Owner LLC Agreements. Prior to the Closing, the Seller shall amend and restate each Owner LLC Agreement to add or remove such terms as are necessary to provide that (i) the LLC Interests of the applicable Owner are freely transferable by the member(s) of such Owner and (ii) such Owner’s existence shall be perpetual, and, in each case (i) and (ii), each Owner LLC Agreement shall be otherwise silent with respect to the applicable topics (i.e., subject only to the default requirements of the Delaware Limited Liability Company Act). Whenever in this Section 7.1 Seller is required to obtain the Purchasers’ written approval with respect to any transaction described therein, the Purchasers shall, within five (5) Business Days after receipt of Seller's request therefor, notify Seller of its approval or disapproval of same (setting forth the reasons for any such disapproval) and, if the Purchasers fails to notify Seller of its approval or disapproval within said five (5)-Business-Day period, the Purchasers shall be deemed to have approved same. This Section 7.1 shall survive the Closing through May 31, 2019.