LIMITED LIABILITY COMPANY AGREEMENT OF URC, LLC
Ex. T3B.82
OF
URC,
LLC
This
Limited Liability Company Agreement of URC, LLC (the “LLC”) is made and entered
into as of the 23rd day of
September, 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 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. London 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 own shares of capital stock in one or more corporations, member interests
in one or more limited liability companies or equity interests in other entities
and 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.
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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. Effect of Conversion.
The LLC is being formed in connection with the conversion of Uno Restaurant
Corporation (the “Corporation”) into the LLC. When the conversion becomes
effective under Section 18-214 of the Delaware Limited Liability Company Act
(the “Act”), for all purposes of the laws of the State of Delaware, all of the
rights, privileges and powers of the Corporation, and all property, real,
personal and mixed, and all debts due to the Corporation, as well as all other
things and causes of action belonging to the Corporation, shall remain vested in
the LLC and shall be the property of the LLC, and the title to any real property
vested by deed or otherwise in the Corporation shall not revert or be in any way
impaired by reason of the Act; but all rights of creditors and all liens upon
any property of the Corporation shall be preserved unimpaired, and all debts,
liabilities and duties of the Corporation shall remain attached to the LLC, and
may be enforced against it to the same extent as if said debts, liabilities and
duties had originally been incurred or contracted by it in its capacity as a
domestic limited liability company. The rights, privileges, powers and interests
in property of the Corporation, as well as the debts, liabilities and duties of
the Corporation, shall not be deemed, as a consequence of the conversion, to
have been transferred to the LLC for any purpose of the laws of the State of
Delaware.
11. Termination and
Dissolution.
11.1 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.
11.2 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 of 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.
12. Miscellaneous.
12.1 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.
12.2 Amendments. This
Agreement may not be amended, modified, altered or changed in any respect
whatsoever except by the Member.
12.3 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
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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12.4 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.
12.5 Accountant. The
accountant for the LLC shall be such person or firm as may be determined by the
Member.
12.6 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 23rd day of
September, 2002.
MEMBER:
UNO
RESTAURANT HOLDINGS CORPORATION
By: /s/ Xxxxxx X.
Xxxxxxx
Xxxxxx X. Xxxxxxx
Executive Vice President -
Finance
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SCHEDULE
A
MEMBER’S
CONTRIBUTION
TO CAPITAL
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Member
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Address
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Capital Contribution
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Uno
Restaurant
Holdings
Corporation
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000
Xxxxxxx Xxxx Xx.
X.
Xxxxxxx, XX 00000
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Conversion
of shares of Uno Restaurant
Corporation
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