LIMITED LIABILITY COMPANY AGREEMENT OF UR Winter Garden FL, LLC
Exhibit
T3B.80
OF
UR
Winter Garden FL, LLC
This
Limited Liability Company Agreement of UR Winter Garden FL, LLC (the
"LLC") is made and entered into as of the 22nd day of March, 2006, 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 he 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 ITC 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 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 bnisiness 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 he 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 [his/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
10.1 Termination. The LLC shall not terminate upon the
transfer, sale or assignment of any interest in the LLC, but the LLC shalt
continue in accordance with the terms and conditions contained in this
Agreement. The LLC shall terminate on the direction of he 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 fall 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.
11.5 Accountant,
The accountant for the LLC shall be such person or firm as may he 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 22nd day of March, 2006.
| UNO RESTAURANTS, LLC | |||
|
|
By:
|
/s/ Xxxxxx X. Xxxxxxx | |
| Xxxxxx X. Xxxxxxx | |||
| Executive Vice President-Finance | |||
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 |
