SINGLE-MEMBER. The Member (including, for purposes of this Section, any estate, heir, personal representative, receiver, trustee, successor, assignee and/or transferee of the Member) shall not be liable, responsible or accountable, in damages or otherwise, to the Company or any other person for: (i) any act performed, or the omission to perform any act, within the scope of the power and authority conferred on the Member by this agreement and/or by the Statutes except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and un-appealable or not timely appealed (“Judicially Determined”) to constitute fraud, gross negligence, recklessness or intentional misconduct; (ii) the termination of the Company and this Agreement pursuant to the terms hereof; (iii) the performance by the Member of, or the omission by the Member to perform, any act which the Member reasonably believed to be consistent with the advice of attorneys, accountants or other professional advisers to the Company with respect to matters relating to the Company, including actions or omissions determined to constitute violations of law but which were not undertaken in bad faith; or (iv) the conduct of any person selected or engaged by the Member. The Company, its receivers, trustees, successors, assignees and/or transferees shall indemnify, defend and hold the Member harmless from and against any and all liabilities, damages, losses, costs and expenses of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by the Member (including amounts paid in satisfaction of judgments, in settlement of any action, suit, demand, investigation, claim or proceeding (“Claim”), as fines or penalties) and from and against all legal or other such costs as well as the expenses of investigating or defending against any Claim or threatened or anticipated Claim arising out of, connected with or relating to this Agreement, the Company or its business affairs in any way; provided, that the conduct of the Member which gave rise to the action against the Member is indemnifiable under the standards set forth herein. Upon application, the Member shall be entitled to receive advances to cover the costs of defending or settling any Claim or any threatened or anticipated Claim against the Member that may be subject to indemnification hereunder upon receipt by the Company of any undertaking by or on behalf of the Member to repay such advances to the Co...
SINGLE-MEMBER. (Applies ONLY if Single-Member): The Company shall dissolve and its affairs shall be wound up on the first to occur of (i) At a time, or upon the occurrence of an event specified in the Articles of Organization or this Agreement.
SINGLE-MEMBER. (Applies ONLY if Single-Member): The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company. The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court. The Company is organized as a “member-managed” limited liability company. The Member(s) is designated as the initial managing Member(s).
SINGLE-MEMBER. (Applies ONLY if Single-Member): The Company shall maintain complete and accurate books and records of the Company's business and affairs as required by the Statutes, and such books and records shall be kept at the Company's Registered Office and shall in all respects be independent of the books, records, and transactions of the Member(s). The Company's fiscal year shall be the calendar year with an ending month of December. The Member(s) intends that the Company, as a Single-Member LLC, shall be taxed as a sole proprietorship in accordance with the provisions of the Internal Revenue Code. Any provisions herein that may cause the Company not to be taxed as a sole proprietorship shall be inoperative.
SINGLE-MEMBER. The Member is the sole member of the Company, and is the only person having rights in the Company, including, but not limited to, the right to receive distributions of the Company’s assets and the right to vote and manage Company affairs.
SINGLE-MEMBER. (Applies ONLY if Single-Member): The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (i) at a time, or upon the occurrence of an event specified in the Articles of Organization or this Agreement; (ii) the determination by the Member that the Company shall be dissolved. Upon the death of the Member, the Company shall be dissolved. By separate written documentation, the Member shall designate and appoint the individual who will wind down the Company’s business and transfer or distribute the Member's Interests and Capital Account as designated by the Member or as may otherwise be required by law. Upon the disability of the Member, the Member may continue to act as Manager hereunder or appoint a person to so serve until the Member's Interests and Capital Account of the Member have been transferred or distributed. Multi-Member (Applies ONLY if Multi-Member): The Company shall terminate upon the occurrence of any of the following: (i) the election by the Members to dissolve the Company made by the unanimous vote or consent of the Members; (ii) the occurrence of a Withdrawal Event with respect to a Member and the failure of the remaining Members to elect to continue the business of the Company as provided for in this Agreement above; or (iii) any other event which pursuant to this Agreement, as the same may hereafter be amended, shall cause a termination of the Company. The liquidation of the Company shall be conducted and supervised by a person designated for such purposes by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests (the “Liquidating Agent”). The Liquidating Agent hereby is authorized and empowered to execute any and all documents and to take any and all actions necessary or desirable to effectuate the dissolution and liquidation of the Company in accordance with this Agreement. Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared and furnished to the Members a statement setting forth the assets and liabilities of the Company as of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. The proceeds of sale and all other assets of the Company shall be applied and distributed in the following order of priority: (a) to the payment of the expenses of liqu...
SINGLE-MEMBER. (Applies ONLY if Single-Member): The Company shall maintain a “capital account” for the Member. The Member’s capital account reflects the capital contributions and the resultant increases for any net gain of the Company. The Member’s capital account also reflects the capital contributions and resultant reductions for any net loss and deduction of the Company.
SINGLE-MEMBER. (Applies ONLY if Single-Member): The Company will create and properly maintain records and books that are complete and accurate. These records and books shall detail the Company’s affairs and business as outlined by Xxxxxxxx, and these books and records will be kept in the registered office of the Company and be separate from the records and books of the Member. For the purpose of record keeping and books, the Company’s fiscal year will be the twelve-month period ending in December. The intention of the Member is for the Company, which is a Single-Member LLC, to be taxed as a sole proprietorship in line with the Internal Revenue Code’s provisions. If any provision contained within this Agreement prevents the Company from being taxed as a sole proprietorship then it is considered invalid.
SINGLE-MEMBER. (Applies ONLY if Single-Member): The Company will dissolve and its affairs settled when the first of the following occurs:
i. When the appointed time or when an event stipulated in the Articles or Organization or this Agreement occurs.
ii. The Member determines that the Company will be dissolved If the Member dies, the Company will be dissolved. The Member create written documentation that appoints an individual to wind down the business of the Company and transfer the Member’s interests or the Members capital account in accordance with the Member’s wishes or as required by law. If the Member becomes disabled, the Member can act as manager or designate another individual to serve in their stead indefinitely or until the interests and capital accounts of the Member have been properly distributed or transferred.
SINGLE-MEMBER. Until and unless this Agreement is appropriately amended to contemplate the admission of additional members, the Company shall at all times have only one Member.
