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EXHIBIT 3.32
LIMITED LIABILITY COMPANY AGREEMENT
OF
WOOD LICENSE CO., LLC
THE UNDERSIGNED is executing this Limited Liability Company Agreement
(this "Agreement") for the purpose of forming a limited liability company (the
"Company") pursuant to the provisions of the Delaware Limited Liability Company
Act (6 Del. C. Sections 18-101, et seq.) (the "Act"), and do hereby certify and
agree as follows:
1. Name. The name of the Company shall be WOOD License Co., LLC,
or such other name as the Managing Member may from time to time hereafter
designate.
2. Definitions. In addition to terms otherwise defined herein,
the following terms are used herein as defined below:
"Managing Member" means LIN Television Corporation, a Delaware
corporation ("LIN"), and all other persons or entities
admitted as additional or substitute Managing Members pursuant
to this Agreement, so long as they remain Managing Members.
"Non-Managing Members" means all persons or entities admitted
as additional or substitute Non-Managing Members pursuant to
this Agreement, so long as they remain Non-Managing Members
and are so listed on Schedule A, if any.
"Members" means those persons or entities who from time to
time are the Managing Member and the Non-Managing Members, if
any.
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3. Purpose. The purpose of the Company shall be, directly or
indirectly through subsidiaries or affiliates, to serve as the entity
designated as the licensee for television broadcast stations owned by LIN in
the State of Michigan and to engage in any lawful act or activity which limited
liability corporations may be organized under the Delaware General Corporation
Law.
4. Offices.
(a) The principal place of business and office of the Company
shall be located at, and the Company's business shall be conducted from, such
place or places as the Managing Member may from time to time designate to the
Non-Managing Members.
(b) The registered office of the Company in the State of
Delaware shall be located at 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxx xx Xxx
Xxxxxx, Xxxxxxxx 00000. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware shall be
The Corporation Service Company.
5. Members. The name and business or residence address of each
Member of the Company is set forth on Schedule A attached hereto.
6. Term. The term of the Company commenced on the date of filing
of the Certificate of Formation of the Company in accordance with the Act and
shall continue until dissolution of the Company in accordance with Section 15
of this Agreement.
7. Management of the Company.
(a) The Managing Member shall have the exclusive right to
manage the business of the Company, and shall have all powers and rights
necessary, appropriate or advisable to effectuate and carry out the purposes
and business of the Company and, in general, all powers
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permitted to be exercised by a managing member under the Act, including,
without limitation, the power to (i) open, maintain and close bank accounts and
to take all actions it deems necessary or advisable for the administration of
such accounts, (ii) appoint and designate the responsibilities of such officers
of the Company from time to time as the Managing Member deems necessary or
desirable and (iii) appoint, employ, or otherwise contract with any persons or
entities for the transaction of the business of the Company or the performance
of services for or on behalf of the Company; and the Managing Member may
delegate to any such person or entity described in subclauses (i) and (ii) such
authority to act on behalf of the Company as the Managing Member may from time
to time deem appropriate.
(b) No Non-Managing Member, in his status as such, shall
have the right to take part in the management or control of the business of
the Company or to act for or bind the Company or otherwise to transact any
business on behalf of the Company.
8. Liability of Members, Indemnification.
(a) Neither a Member (including the Managing Member) nor
any officer, employee or agent of the Company (including a person having more
than one such capacity) shall be personally liable for any expenses,
liabilities, debts or obligations of the Company solely by reason of acting in
such capacity except as provided in the Act.
(b) To the fullest extent permitted by law, the Company
shall indemnify and hold harmless the Managing Member, each Member and any
officer, employee or agent of the Company from and against any and all losses,
claims, damages, liabilities or expenses of whatever nature (each a "Claim 1"),
as incurred, arising out or of relating to the management or
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business of the Company; provided that such indemnification shall not apply to
any such person if a court of competent jurisdiction has made a final
determination that such Claim resulted directly from the gross negligence, bad
faith or willful misconduct of such person.
9. Capital Contributions. Members shall make capital contributions
to the Company in such amounts and at such times as they shall mutually agree.
10. Assignments of Membership Interest.
(a) No Non-Managing Member may sell, assign, pledge or
otherwise transfer or encumber (collectively "transfer") all or any part of
his interest in the Company, nor shall any Non-Managing Member have the power
to substitute a transferee in his place as a substitute Non-Managing Member,
without, in either event, having obtained the prior written consent of the
Managing Member, which consent may be given or withheld in its sole discretion.
(b) The Managing Member may not transfer all or any part
of its interest in the Company, nor shall the Managing Member have the power to
substitute a transferee in its place as a substitute Managing Member, without,
in either event, having obtained the consent of all of the Non-Managing
Members.
11. Withdrawal. No Non-Managing Member shall have the right to
withdraw from the Company except with the consent of the Managing Member and
upon such terms and conditions as may be specifically agreed upon between the
Managing Member and the withdrawing Non-Managing Member. The provisions hereof
with respect to distributions upon withdrawal are exclusive and no Non-Managing
Member shall be entitled to
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claim any further or different distribution upon withdrawal under Section
18-604 of the Act or otherwise.
12. Additional Members. The Managing Member shall have the right
to admit additional Non-Managing Members upon such terms and conditions, at
such time or times, and for such capital contributions as shall be determined
by the Managing Member; and in connection with any such admission, the Managing
Member shall have the right to amend Schedule A hereof to reflect the name,
address and capital contribution of the admitted Non-Managing Member.
13. Allocations and Distributions. Distributions of cash or other
assets of the Company shall be made at such times and in such amounts as the
Managing Member may determine. Distributions shall be made to (and profits and
losses shall be allocated among) Members pro rata in accordance with the amount
of their contributions to the Company as set forth on Schedule A hereto.
14. Return of Capital. No Non-Managing Member has the right to
receive, and the Managing Member has absolute discretion to make, any
distributions to a Non-Managing Member, which include a return of all or any
part of such Non-Managing Member's capital contribution, provided that upon the
dissolution of the Company, the assets of the Company shall be distributed as
provided in Section 18-804 of the Act.
15. Dissolution. The Company shall be dissolved and its affairs
wound up and terminated upon the first to occur of the following:
(a) December 31, 2030
(b) The determination of the Managing Member to dissolve
the Company; or
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(c) The bankruptcy or dissolution of the Managing Member
or the occurrence of any other event which terminates the continued membership
of the Managing Member in the Company, provided, however, the Company shall not
be dissolved if, within ninety (90) days after the occurrence of such event,
all remaining Members agree in writing to continue the business of the Company
and to the appointment, effective as of the date of such event, of one (1) or
more additional Members of the Company.
16. Amendments. This Agreement may be amended only upon the
written consent of all Members.
17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of February 3, 1998.
LIN TELEVISION CORPORATION
By:
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Xxxxx X. Xxxxxxx, Vice President
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SCHEDULE A
WOOD LICENSE CO., LLC
MEMBERS
Capital
Name Address Contribution
---- ------- ------------
MANAGING MEMBER:
LIN Television Corporation Four Richmond Square $1,000.00
Xxxxx 000
Xxxxxxxxxx, XX 00000
NON-MANAGING MEMBERS:
None
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