LIMITED LIABILITY COMPANY AGREEMENT
OF
XXXXXX GROUP ACQUISITIONS, LLC
This Limited Liability Company Agreement (this "Agreement") of XXXXXX
GROUP ACQUISITIONS, LLC, is entered into as of the 31st day of May, 2007, by The
Xxxxxx Group LLC, as member (the "Member").
The Member hereby forms a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act, as amended from time
to time (6 DEL.C. ss.18-101, ET SEQ.) (the "Act"), and hereby agrees as follows:
1. NAME. The name of the limited liability company formed hereby is
XXXXXX GROUP ACQUISITIONS, LLC (the "Company").
2. PURPOSE. The Company is formed for the object and purpose of, and
the nature of the business to be conducted and promoted by the Company
is, engaging in any lawful act or activity for which limited liability
companies may be formed under the Act (including, without limitation,
acquiring, managing and disposing of real and personal property), and
engaging in any and all activities necessary or incidental to the
foregoing.
3. REGISTERED OFFICE. The address of the registered office of the
Company in the State of Delaware is c/o the Corporation Service
Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000.
4. REGISTERED AGENT. The name and address of the registered agent of
the Company for service of process on the Company in the State of
Delaware is the Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
5. MEMBERS. The names and the business, residence or mailing address
of the Member is as follows:
The Xxxxxx Group LLC
00 Xxxx 00xx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
6. POWERS. The business and affairs of the Company shall be managed by
the Member. The Member shall have the power and authority to do
any and all acts necessary or convenient to or for the furtherance of
the purposes described herein, including all powers and authorities,
statutory or otherwise, possessed by members of limited liability
companies under the laws of the State of Delaware. In connection with
the foregoing, the Member is hereby authorized and empowered to act
through its officers and employees and other persons designated by the
Member in carrying out any and all of its powers and authorities under
this Agreement, and to delegate any and all of the powers and
authorities that the Member possesses under this Agreement to any of
its officers and employees and to any other person designated by the
Member. Xxxxxxx X. Xxxxx is hereby designated as an authorized person,
within the meaning of the Act, to execute, deliver and file the
certificate of formation of the Company (and any amendments and/or
restatements thereof) and any other certificates (and any amendments
and/or restatements thereof) necessary for the Company to qualify to do
business in a jurisdiction in which the Company may wish to conduct
business. The Company may (i) acquire, hold and dispose of interests
(whether by the making of investments or otherwise and on such terms
and conditions as the Member may determine) in other entities,
including as a partner of a partnership, a member of a limited
liability company and a stockholder of a corporation, and (ii) borrow
money (on such terms and conditions as the Member may determine) in
connection with its business.
7. DISSOLUTION. The Company shall dissolve, and its affairs shall be
wound up upon the first to occur of the following: (a) the written
consent of the Member, (b) the death, retirement, resignation,
expulsion, bankruptcy or dissolution of the Member or (c) the
occurrence of any other event which terminates the continued membership
of the Member in the Company or the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
8. CAPITAL CONTRIBUTIONS. In accordance with Section 18-301(d) of the
Act, the Member has not and is not obligated to make a contribution to
the Company.
9. ADDITIONAL CONTRIBUTIONS. The Member is not required to make any
additional capital contribution to the Company.
10. ALLOCATION OF PROFITS AND LOSSES. The company's profits and losses
shall be allocated to the Member.
11. DISTRIBUTIONS. Distributions shall be made to the Member at the
times and in the aggregate amounts determined by the Member.
12. ASSIGNMENTS. The Member may assign, in whole or in part, its
limited liability company interest.
13. ADMISSION OF ADDITIONAL MEMBERS. One (1) or more additional members
of the Company may be admitted to the Company with the consent of the
Member.
14. LIABILITY OF MEMBERS. The Member shall not have any liability for
the obligations or liabilities of the Company except to the extent
provided in the Act.
15. GOVERNING LAW. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being
governed by said laws.
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IN WITNESS WHEREOF, the undersigned, intending to be
legally bound hereby, has duly executed this Limited Liability Company Agreement
as of the date and year first aforesaid.
THE XXXXXX GROUP LLC
By: /s/ Xxxx X. Xxxxxx
---------------------------
Name: Xxxx X. Xxxxxx
Title: Managing Member
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