LIMITED LIABILITY COMPANY AGREEMENT OF PACTIV LLC
Exhibit 3.145
This Limited Liability Company Agreement (the “Agreement”) of Pactiv LLC (the
“Company”), dated as of December 31, 2011, is entered into by RenPac Holdings Inc. as its
sole member (the “Sole Member”).
WHEREAS, the Company was formed pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the
“Act”); and
WHEREAS, the Sole Member wishes to adopt a limited liability company agreement to provide for
the management and administration of the Company.
NOW, THEREFORE, the Sole Member hereby agrees as follows:
1. Name. The name of the limited liability company is Pactiv LLC.
2. Purpose. The purpose of the Company, and the nature of the business to be conducted
and promoted by the Company, is to engage in any lawful act or activity for which limited liability
companies may be formed under the Act and to engage in any and all activities necessary, advisable
or incidental to the foregoing.
3. Powers of the Company. Subject to any limitations set forth in this Agreement, the
Company, and the Manager (as defined below) on behalf of the Company, shall have the power and
authority to take any and all actions necessary, appropriate, proper, advisable, incidental or
convenient to or for the furtherance of the purposes set forth in Section 2, including, without
limitation, the power to borrow money and issue evidences of indebtedness in furtherance of the
purposes of the Company.
4. Registered Office. The address of the registered office of the Company in the State
of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx, 00000, or such other address as may hereafter be determined by the Sole
Member. The Company may also have offices at such other places within or outside the State of
Delaware as the Sole Member may from time to time designate or the business of the Company may
require.
5. 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 Trust Company,
Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, 00000, or such other registered
agent, name and address as may hereafter be determined by the Sole Member.
6. Fiscal Year. The fiscal year of the Company shall end on December 31.
7. Sole Member. The name and the business, residence or mailing address of the
Sole Member is as follows:
| Name | Address | |
| 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxx, XX 00000 Xxxxxx Xxxxxx |
8. Management. The business and affairs of the Company shall be managed by a
manager, which shall be the Sole Member (when acting in such capacity, the “Manager”). The
Manager shall have the power to do any and all acts necessary, convenient or incidental to or for
the furtherance of the purposes described herein, including all powers, statutory or otherwise,
possessed by members under the laws of the State of Delaware. The Manager shall have the right,
power and discretion to operate and control the affairs of the Company, including the power and
authority to bind the Company and otherwise act for and on behalf of the Company. The Manager may
from time to time delegate the management of the Company to one or more designated directors and/or
officers of the Company, or any other person, with such power and authority as the Manager may
prescribe from time to time.
9. Authorized Person. Each of the Manager and Xxxxx Xxxxxxx Xxxxxxx is hereby
designated as a person who is authorized by the Act (the “Authorized Person”) to execute,
deliver and file all certificates (and any amendments and/or restatements thereof) required or
permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware.
The Authorized Person may execute, deliver and file any other certificates (and any amendments
and/or restatements thereof) necessary for the Company to qualify to conduct business in a
jurisdiction in which the Company may wish to conduct business and any documents otherwise required
in order for the Company to conduct business. The Manager hereby approves and ratifies the
execution and filing by Xxxxx Xxxxxxx Xxxxxxx, as a person who is authorized by the Act to execute
such certificate, within the meaning of the Act, of the certificate of formation of the Company, to
be effective on December 31, 2011.
10. Officers. (a) The day-to-day functions of the Company may be performed by a
person or persons appointed as an officer or officers of the Company (each, an “Officer”).
The Manager may appoint such Officers as it deems appropriate, and each such Officer so appointed
shall have such authority and perform such duties as the Manager may, from time to time, delegate
to him or her. Each Officer shall hold office until his or her successor is appointed or until his
or her earlier death or until his or her earlier resignation or removal in accordance with this
Agreement. The initial Officers of the Company shall be each person listed below, who shall hold
the offices set forth opposite such person’s name until such person’s resignation or earlier death
or removal in accordance with this Agreement:
Xxxx X. Xxxxxx
|
CFO & Vice President | |
Xxxxx X. Xxxxxx
|
Vice President & Secretary |
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Xxxxxxx X. Xxxxxx
|
Vice President & Treasurer | |
Xxxxxxx X. Xxxx
|
Vice President | |
Xxxxx X. Xxxxxxx
|
Vice President | |
Xxxxxx X. Xxxxxx
|
Vice President | |
Xxxxx X. Xxxxx
|
Vice President | |
Xxxx X. Xxxxxxx
|
Vice President | |
Xxxxx X. Xxxx
|
Vice President — Engineering | |
Xxxxxxx X. Xxxxxxx
|
Vice President — Sales | |
Xxxx X. Xxxxxx
|
Vice President — Technology Development | |
Xxxxx Xxxxx
|
Vice President — Foodservice / Food Packaging | |
Xxxxx Xxxxxx
|
Vice President — New Business Development | |
Xxxxxx X. Xxxxxx
|
Vice President — Occupational Health Services | |
Xxxxx X. Xxxxx
|
Vice President — Operations & Engineering | |
Xxxxxxx X. Xxxx
|
Vice President — Value Stream Engineering | |
Xxxxxx Xxxxxxx Xxxxxx
|
Vice President, General Manager, Food Packaging | |
Xxxxxx X. Xxxxxxx
|
Vice President, Marketing, Foodservice / | |
| Food Packaging | ||
Xxxxxxx X. Xxxx
|
Vice President, Sales — Consumer Products | |
Xxxx X. XxXxxxx
|
Vice President, Sales & Marketing — Foodservice, | |
| Sales & Marketing — Food Packaging | ||
Xxxxxx X. Xxxxx
|
Assistant Secretary | |
Xxxxxxx X. Xxxxxx
|
Assistant Secretary | |
Xxxxxx X. Xxxxxxx
|
Assistant Secretary | |
Xxxxxxxx X. Xxx
|
Assistant Treasurer | |
Xxxxxxxxxx X. Xxxxxx
|
Assistant Treasurer |
(b) Any Officer may resign as such at any time. Such resignation shall be
made in writing and shall take effect at the time specified therein, or if no time is
specified, at the time of its receipt by the Manager. The acceptance of the Manager of a
resignation of any Officer shall not be necessary to make such resignation effective,
unless otherwise specified in such resignation. Any Officer may be removed at any time by
the Manager, with or without cause.
11. Dissolution. (a) The Company shall dissolve, and its affairs shall
be wound up, upon the first to occur of the following: (i) the written consent of the
Sole Member, (ii) at any time there is no member of the Company, unless the Company is
continued pursuant to the Act, or (iii) the entry of a decree of judicial dissolution
under Section 18-802 of the Act.
(b) The bankruptcy of the Sole Member will not cause the Sole Member to cease to be
a member of the Company and upon the occurrence of such an event, the business of the
Company shall continue without dissolution.
(c) In the event of dissolution of the Company in accordance with this Agreement,
the Company shall conduct only such activities as are necessary to wind up its affairs
(including the sale of the assets of the Company in an orderly manner), and the assets
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of the Company shall be applied in the manner, and in the order of priority, set forth
in Section 18-804 of the Act.
12. Capital Contributions. The Sole Member is not required to make any capital
contributions to the Company. The Sole Member may make capital contributions to the Company in the
form of cash, property, services or otherwise, at any time and upon such contribution, the Sole
Member’s capital account balance shall be adjusted accordingly.
13. Distributions. Distributions shall be made to the Sole Member at the times and in
the aggregate amounts determined by the Manager. Notwithstanding anything to the contrary contained
herein, the Company shall not be required to make a distribution to the Sole Member on account of
the interest of the Sole Member in the Company if such distribution would violate the Act, any
other applicable law or any material agreement or other instrument to which the Company is or
becomes a party.
14. Admission of Additional Members. One or more additional members of the Company may
be admitted to the Company with the written consent of the Sole Member. The admission of an
additional member of the Company shall be effective upon its execution of an instrument signifying
its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a
counterpart signature page to this Agreement.
15. Resignation of Sole Member. The Sole Member may not resign from the Company unless
an additional member of the Company shall be admitted by the Company, subject to Section 14, upon
its execution of an instrument signifying its agreement to be bound by the terms and conditions of
this Agreement. Such admission shall be deemed effective immediately prior to the resignation, and,
immediately following such admission, the resigning Sole Member shall cease to be a member of the
Company.
16. Restrictions on Transfers. The Sole Member has the right to sell, assign or
dispose of or otherwise transfer, pledge or encumber (each, a “Transfer”), all or any of
its limited liability company interest in the Company, effective upon written notice of such
Transfer to the Company. Upon the receipt of such notice, the transferee will become a member of
the Company and succeed to the limited liability interests transferred to such transferee.
17. Liability of Sole Member. The Sole Member shall not be obligated personally for
the debts, obligations and liabilities of the Company, whether arising in contract, tort or
otherwise.
18. Exculpation and Indemnification. No Officer (each Officer of the Company, a
“Covered Person”) shall be liable to the Company, the Sole Member, any other person or
entity who or that has an interest in the Company or any other Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such Covered Person in
good faith on behalf of the Company and in a manner reasonably believed to be within the scope of
the authority conferred on such Covered Person by this Agreement, except that a Covered Person
shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s
gross negligence or willful misconduct. To the full extent
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permitted by applicable law, each Covered Person shall be entitled to indemnification from the
Company for any loss, damage or claim incurred by such Covered Person by reason of any act or
omission performed or omitted by such Covered Person in good faith on behalf of the Company and in
a manner reasonably believed to be within the scope of the authority conferred on such Covered
Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in
respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence
or willful misconduct with respect to such acts or omissions.
19. Amendment. Any amendment to this Agreement shall require the written consent of
the Sole Member only.
20. Severability. Each provision of this Agreement shall be considered separable, and
if for any reason any provision or provisions hereof are determined to be invalid and contrary to
any existing or future law, such invalidity shall not impair the operation of or affect those
portions of this Agreement which are valid.
21. Entire Agreement. This Agreement constitutes the entire agreement of the Sole
Member with respect to the subject matter hereof and supersedes all prior agreements and
undertakings, if any, with respect hereto.
22. Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO
VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.
23. Effectiveness. Pursuant to Section 18-201(d) of the Act, this Agreement shall be
effective as of December 31, 2011.
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned, being the Sole Member of the Company, intending to be
legally bound hereby, has duly executed this Agreement as of the date first above written.
| RENPAC HOLDINGS INC. |
||||
| By: | /s/ Xxxxx Xxxxxxx | |||
| Name: | Xxxxx Xxxxxxx | |||
| Title: | Secretary | |||
