Contract
Exhibit T3B.67
OF
UR of
Fayetteville NY, LLC
This
Limited Liability Company Agreement of UR of Fayetteville NY, LLC (the "LLC") is
made and entered into as of the 24th day of December, 2002, by the undersigned,
hereinafter referred to as the "Member."
WHEREAS,
the Member desires to have the LLC respected as a limited liability company
under applicable non-tax state law, but disregarded as an entity separate from
the Member for purposes of applicable tax law, in accordance with United States
Treasury Regulation, Section 301.7701-3(b)(1)(ii) and applicable state tax
law;
Therefore,
the Member hereby agrees as follows:
1. Organization and Applicable
Law.
1.1 LLC is Organized Under
Delaware Law. The LLC is organized pursuant to the provisions
of Title 6, Subchapter I, Sections 18-101 and following of the Delaware Code
Annotated, the Delaware Limited Liability Company Act (6 Del, C. §18-101, et
seq.) (the "Act"), and the rights and liabilities of the Member shall be as
provided therein, except as herein otherwise expressly stated. All questions
with respect to the construction of this Agreement and the rights and
liabilities of any person hereunder shall he determined in accordance with the
provisions of the Act, and such other laws of the State as may be
applicable,
1.2 Applicable Tax
Law. While the LLC has only one Member, it shall
be
disregarded
as an entity separate from the Member for purposes of applicable tax law, in
accordance with United States Treasury Regulation, Section 301.7701-3(b)(1)(ii)
and applicable state tax law, and the Member and the LLC shall make such filings
and take such other actions as may be appropriate to cause the LLC to he
disregarded. At any time that the LLC has more than one Member, the Members
shall take actions with regard to tax matters in accordance with
Section
9.2 of this Agreement.
1.3 Filings and Authorized
Person. The Member and the LLC shall make such filings and
take such action as may he reasonably required to cause the LLC to be respected
as a limited liability company under applicable non-tax state law of the State
of Delaware (the "State") and
any other
state or jurisdiction in which the LLC may engage in business. Xxxxxx X. Xxxx 11
is hereby designated an "authorized person" to execute and file a Certificate of
Formation of the
LLC
in accordance with the Act.
1.4 Registered Office And
Registered Agent. The address of the registered office of the
LLC in the State of Delaware is The Corporation Trust Company, 0000 Xxxxxx
Xxxxxx, Xxxx
xx
Xxxxxxxxxx, Xxxxxx of New Castle, State of Delaware. The name of the registered
agent at
that
address is The Corporation Trust Company.
2. Business of Limited
Liability Company.
The
business of the LLC shall be to engage in any other business permitted
a
limited
liability company under Delaware state law.
3. Office.
The
office of the LLC shall be 000 Xxxxxxx Xxxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxxxxxxx
00000 or such other location or locations as the Member may from time to time
designate in writing.
4. Term.
The LLC
shall commence on the date hereof and shall continue until the Member decides to
terminate it.
5. No Obligation to Make
Additional Contributions.
The
Member shall have no obligation to make additional capital contributions to the
LLC for any purpose or reason.
6. Operation and
Control.
The
Member shall be the manager of the LLC. In its capacity as manager of LLC, the
Member shall have full charge of the operation, management and conduct of the
LLC.
7. Compensation.
The
Member may receive such compensation (or no compensation) for services rendered
by it to the LLC as it considers appropriate.
8. Indemnification.
The
Member shall not be liable for the debts, expenses or liabilities of the LLC, or
for
any
other obligation related to the management or operation of the LLC's properties
and the conduct of its business. In the event that the Member is held liable for
a debt, expense or liability of the LLC and is required to pay or does pay any
debt, expense or liability, the Member shall
have a
right of indemnification against the LLC for the full amount thereof, including
its legal
and other
professional fees, if any.
9. Transfers, Dissolution, and
Additional Members.
9.1 Transfers in
General. The Member may, by written instrument, transfer,
assign, pledge or sell its interest in the LLC to another without
restriction.
9.2 Additional
Members. If, for any reason, the LLC has more than one Member
at any time, then such Members shall act by majority vote and take such action
and make such
filings
as are required to properly report the profits and losses and other items of the
LLC for tax purposes in accordance with their respective interests in the
LLC.
10. Termination and
Dissolution
2
10.1 Termination. The
LLC shall not terminate upon the transfer, sale or assignment
of any
interest in the LLC, but the LLC shall continue in accordance with the terms
and
conditions
contained in this Agreement. The LLC shall terminate on the direction of
the
Member,
or by majority vote of the Members, if there is more than one.
10.2 Procedures upon
Termination. Upon termination of the LLC, the Member shall proceed with
reasonable promptness to liquidate the business of the LLC. After the payment of
LLC debts, expenses of liquidation and any loans by the LLC, and after setting
up of reasonable reserves for LLC liabilities, the balance of proceeds from
liquidation shall be distributed to the Member, and the LLC shall be dissolved
in accordance with the law of the State.
11. Miscellaneous.
11.1 Successors. This
Agreement, where applicable, shall be binding upon and inure
to the
benefit of the parties hereto and to their respective heirs, successors,
personal
representatives
and assigns.
11.2 Amendments. This
Agreement may not be amended, modified, altered or
changed
in any respect whatsoever except by the Member.
11.3 Records and
Information. The LLC shall keep at its principal office the
following records, and such other records (if any) as may be required under
applicable state law:
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(a)
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A
current list of the full name and last known business address of each
Member;
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(b)
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Copies
of records that would enable a Member to determine the capital values and
the relative voting rights of the
Members;
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(c)
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A
copy of the LLC Certificate of Formation and any restatements
and
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amendments
thereto;
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(d)
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Executed
copies of any powers of attorney pursuant to which any certificate
regarding the LLC or its Members has been
executed;
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(e)
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Copies
of the LLC's federal, state and local income tax returns and reports, if
any, for the five (5) most recent
years;
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(f)
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A
copy of this Agreement;
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(g)
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Any
written records of proceedings of the Members;
and
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(h)
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Copies
of any financial statements of the LLC for the five (5) most recent
years.
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11.4 Banking. All
funds of the LLC shall be deposited and kept in the name of the LLC and such
bank account or accounts shall be designated by the Member.
11.5 Accountant. The
accountant for the LLC shall be such person or firm as may be determined by the
Member.
3
11.6 Severability. Any
provision of the Act or other applicable law which is contrary to or supersedes
any provision hereof shall not affect the validity of the balance of
this
Agreement,
and the remaining provisions shall be enforced as if the invalid provision
were
deleted.
IN
WITNESS WHEREOF, the Member has hereunto signed and sealed this Limited
Liability Company Agreement this 31st day of July, 2003.
| UNO RESTAURANTS, LLC | |||
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/s/ Xxxxxx X. Xxxxxxx | |
| Xxxxxx X. Xxxxxxx | |||
| Executive Vice President-Finance | |||
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SCHEDULE
A
MEMBER'S
CONTRIBUTION
TO CAPITAL
| Member | Address | Capital Contribution |
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Uno
Restaurants, LLC
|
000
Xxxxxxx Xxxx Xxxx
Xxxx
Xxxxxxx, XX 00000
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$10,000.00
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