LIMITED LIABILITY COMPANY AGREEMENT OF GPC HOLDINGS LLC
Exhibit 3.188
OF
GPC HOLDINGS LLC
This Limited Liability Company Agreement (the “Agreement”) of GPC Holdings LLC (the
“Company”), dated as of July 13, 2011, is entered into by Xxxxxx Packaging Company 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 GPC Holdings 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 in
the City of Wilmington, County of New Castle, 19801, 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 in the City of Wilmington, County of New Castle,
19801, 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 | |
| Xxxxxx Packaging Company Inc. | 0000 Xxxxxxxx Xxxxxx Xxxx | |
| Xxxx, Xxxxxxxxxxxx 00000 |
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. The Manager 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 Xxxxxxx X. Xxxxxxxxx, 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 on July 13, 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. Xxxxxxx | Chief Executive Officer | |
| Xxxxx X. Xxxxxxx | Chief Financial Officer | |
| Xxxxxxx X. Xxxxxxxxx | General Counsel, Corporate Secretary, and Chief Administrative Officer |
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(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 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.
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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 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 the time of the filing of the Certificate of Formation with the Office of
the Delaware Secretary of State on July 13, 2011.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed
this Agreement as of the date first above written.
| SOLE MEMBER: XXXXXX PACKAGING COMPANY INC. |
||||
| by | Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: | Authorized Person | |||
[Limited Liability Company Agreement of GPC Holdings LLC]
