LIMITED LIABILITY COMPANY AGREEMENT OF UR of Webster NY, LLC
Ex. T3B.79
OF
UR of
Xxxxxxx NY, LLC
This
Limited Liability Company Agreement of UR of Xxxxxxx NY, LLC (the “LLC”) is made
and entered into as of the 10th day of March, 2004, by the undersigned,
hereinafter referred to as the “Member.”
Therefore,
the Member hereby agrees as follows:
1.1 LLC is Organized Under
Delaware Law. The LLC is organized pursuant to the provisions
of Title 6, Subchapter 1, 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.
1.3 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
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.
The
business of the LLC shall be to engage in any other business permitted a limited
liability company under Delaware state law.
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.
The LLC
shall commence on the date hereof and shall continue until the Member decides to
terminate it.
The
Member shall have no obligation to make additional capital contributions to the
LLC for any purpose or reason.
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.
The
Member may receive such compensation (or no compensation) for services rendered
by it to the LLC as it considers appropriate.
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.
2
|
(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.
|
3
IN
WITNESS WHEREOF, the Member has hereunto signed and sealed this Limited
Liability Company Agreement this 10th day of March, 2004.
UNO
RESTAURANTS, LLC
/s/ Xxxxxx X.
Xxxxxxx
Xxxxxx X.
Xxxxxxx
Executive
Vice President-Finance
4
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 |
5