LIMITED LIABILITY COMPANY AGREEMENT OF LEGACY RESERVES OPERATING GP LLC A Delaware Limited Liability Company
Exhibit 3.13
Execution Copy
LIMITED LIABILITY COMPANY AGREEMENT
OF
LEGACY RESERVES OPERATING GP LLC
A Delaware Limited Liability Company
This LIMITED LIABILITY COMPANY AGREEMENT OF LEGACY RESERVES OPERATING GP LLC (this “Agreement”), dated as of January 19, 2006, is adopted, executed, and agreed to by the sole Member (as defined below).
AGREEMENT
1. Formation. The Company was formed as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (6 Del. C, § 18-101 et seq.), as amended from time to time (the “Act”). The Certificate of Formation of the Company (the “Certificate”) was filed on January 19, 2006 with the Secretary of State of the State of Delaware. Xxxxxx X. Xxxxxx is hereby designated as an “authorized person” of the Company within the meaning of the Act, and has executed, delivered and filed the Certificate with the Secretary of State of the State of Delaware. Upon the filing of the Certificate with the Secretary of State of the State of Delaware, his powers as an “authorized person” of the Company ceased, and the Member thereupon became the designated “authorized person” of the Company and shall continue as the designated “authorized person” of the Company within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.
2. Name. The name of the Company is, and the business of the Company shall be conducted under the name of, “Legacy Reserves Operating GP LLC.”
3. Term. The Company commenced its existence on the effective date of the filing of the Certificate. The Company shall continue until terminated pursuant to the Act.
4. Registered Office. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate, or such other place as the Member may designate in the manner provided by law. The registered agent for service of process at such address shall be the initial registered agent named in the Certificate, or such other person as the Member may designate in the manner provided by law.
5. Purposes. The purposes of the Company are to carry on any lawful business, purpose, or activity for which limited liability companies may be formed under the Act.
6. Sole Member. Legacy Reserves LP, a Delaware limited partnership, shall be the sole member of the Company (the “Member”). The Member was admitted as a member of the Company upon executing a counterpart signature page to this Agreement.
7. Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make additional contributions of cash or property to the capital of the Company, but shall have no obligation to do so.
8. Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company, which shall be made at such times and in such amounts as the Member shall elect, subject to Section 18-607 of the Act and other applicable law, and (b) to enjoy all other rights, benefits, and interests in the Company.
9. Management. The Member shall manage the business and affairs of the Company. As of the date of this Agreement, the Company shall have no officers or directors. However, the Member may, at its election, at any time after the date hereof appoint a Board of Directors (the “Board”) to manage the business and affairs of the Company, to be comprised of such number of directors (“Directors”), including a single director, as shall be determined by the Member. In the event a Board is appointed, the Member will amend this Agreement as necessary to provide for the powers and functioning of the Board. The Member, or any such Board, may appoint one or more officers with such titles, powers and authority as the Member or Board, as the case may be, may designate. Any such officers so appointed shall possess all rights and powers which are possessed by “managers” under the Act and otherwise by law, subject to the provisions of this Agreement.
10. Indemnification.
(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, (i) the Member, any additional Members, any affiliates of such Members and any Directors or officers of the Company, (ii) any former Member, Director or officer and (iii) any member, partner, director, officer, fiduciary or trustee of any person or entity described in clauses (i) and (ii) (collectively, “Indemnitees”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that the Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 10, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 10 shall be made only out of the assets of
the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.
(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 10(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 10.
(c) The indemnification provided by this Section 10 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.
(d) The Company may purchase and maintain (or reimburse the Member or its Affiliates for the cost of) insurance, on behalf of the Member, its Affiliates and such other persons or entities as the Member shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person or entity in connection with the Company’s activities or such person’s or entity’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such person or entity against such liability under the provisions of this Agreement.
(e) An Indemnitee shall not be denied indemnification in whole or in part under this Section 10 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.
(f) The provisions of this Section 10 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other person or entity.
(g) No amendment, modification or repeal of this Section 10 any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 10 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
11. Limitation of Liability. Except as otherwise required by the Act, the Member shall not be personally liable for any debts, liabilities or obligations of the Company, except for (i) such Member’s liability to make the capital contributions required in this Agreement, and (ii) the amount of any distributions made to such Member that must be returned to the Company pursuant to the terms hereof or the Act. No Member or Director, by reason of his or her acting as a Member or Director of the Company, shall be obligated personally for any debts, obligations or liabilities of the Company.
12. Dissolution. The Company shall dissolve and its affairs shall be wound up at such time, if any, as the Member may elect or upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing to (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company.
Notwithstanding any other provision of this Agreement, the bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the Company shall continue without dissolution.
13. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ITS CONFLICT-OF-LAWS RULES).
14. Subject to All Laws. The provisions of this Agreement shall be subject to all valid and applicable laws, including, without limitation, the Act, as now or hereafter amended, and in the event that any of the provisions of this Agreement are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Agreement shall be deemed modified accordingly, and, as so modified, to continue in full force and effect.
15. Amendment. This Agreement shall not be amended or modified except by an instrument in writing signed by or on behalf of the Member.
[Signature Page to Follow]
IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has caused this Agreement to be duly executed as of date first above written.
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LEGACY RESERVES LP | ||
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By: |
Legacy Reserves GP, LLC, |
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its general partner |
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By: |
/s/ Xxxxxx X. Xxxxxx |
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Name: |
Xxxxxx X. Xxxxxx |
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Title: |
President, Chief Financial Officer and Secretary |
Signature Page for Limited Liability Company Agreement of Legacy Reserves Operating GP LLC
