LIMITED LIABILITY COMPANY AGREEMENT OF UR of Clay NY, LLC
Ex. T3B.63
OF
UR
of Clay NY, LLC
This
Limited Liability Company Agreement of UR of Clay NY, LLC (the “LLC”) is made
and entered into as of the 22nd day of April, 2003, 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 be 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 be 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 be 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 XX 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
0
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
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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.
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:
(a) A
current list of the full name and last known business address of each
Member;
(b) Copies
of records that would enable a Member to determine the capital values and the
relative voting rights of the Members;
(c) A
copy of the LLC Certificate of Formation and any restatements and amendments
thereto;
(d) Executed
copies of any
powers of attorney pursuant to which any certificate regarding the LLC or its
Members has been executed;
(e) Copies of the LLC’s
federal, state and local income tax returns and reports, if any, for the five
(5) most recent years;
(f) A
copy of this Agreement;
(g) Any
written records of
proceedings of the Members; and
(h) Copies
of any financial statements of the LLC for the five (5) most recent
years.
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.
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11.5 Accountant. The
accountant for the LLC shall be such person or firm as may be determined by the
Member.
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
/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
|
|
|
Uno
Restaurants, LLC
|
000
Xxxxxxx Xxxx Xxxx
Xxxx
Xxxxxxx, XX 00000
|
$10,000.00 |
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