LIMITED LIABILITY COMPANY AGREEMENT OF IIP-IL 3 LLC
Exhibit 10.17
LIMITED LIABILITY COMPANY AGREEMENT
OF
IIP-IL 3 LLC
a Delaware limited liability company
Effective as of September 25, 2019
LIMITED LIABILITY COMPANY AGREEMENT
of
IIP-IL 3 LLC
This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of IIP-IL 3 LLC (the “Company”) is effective as of the 25th day of September, 2019.
1. Formation of Limited Liability Company. IIP Operating Partnership, LP, a Delaware limited partnership (the “Member”), through its attorney in fact, formed the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (as such may be amended or succeeded from time to time, the “Act”). The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.
2. Member. The Member is the sole member of the Company.
4. Name. The name of the Company shall be “IIP-IL 3 LLC.”
6. Designated Agent for Service of Process. The agent for service of process in Delaware as of the effective date of this Agreement is The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
7. Term of Company. The Company commenced on the date the Certificate of Formation was properly filed with the Secretary of State of the State of Delaware and shall exist in perpetuity or until its business and affairs are earlier wound up following proper dissolution.
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8. Management of Company. All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined by the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such offices in corporations incorporated under the laws of the State of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member. The following individuals are hereby designated as the initial officers of the Company:
Name | Title |
Xxxx Xxxx | Executive Chairman |
Xxxx Xxxxxxxx | President and Chief Executive Officer |
Xxxxxxxxx Xxxxxxxx | Chief Financial Officer, Chief Accounting Officer and Treasurer |
Xxxxx Xxxxx | Vice President, General Counsel and Secretary |
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14. Indemnification. The Company shall indemnify and hold harmless the Member to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts (collectively, “Costs”) arising from any and all claims, demands, actions, suits, or proceedings (civil, criminal, administrative, or investigative) (collectively, “Actions”) in which the Member may be involved, or threatened to be involved as a party or otherwise, relating to the performance or nonperformance of any act concerning the activities of the Company. In addition, to the extent permitted by law, the Member may cause the Company to indemnify and hold harmless any managers and/or officers from and against any and all Costs arising from any or all actions arising in connection with the business of the Company or by virtue of such person’s capacity as an agent of the Company. Notwithstanding the foregoing, any and all indemnification obligations of the Company shall be satisfied only from the assets of the Company, and the Member shall have no liability or responsibility therefor.
17. Governing Law. The validity and enforceability of this Agreement shall be governed by and construed in accordance with the laws of Delaware without regard to other principles of conflicts of law.
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MEMBER
IIP Operating Partnership, LP
a Delaware limited partnership
By: | Innovative Industrial Properties, Inc., | |||
its sole general partner | ||||
By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | Vice President |
COMPANY
IIP-IL 3 LLC,
a Delaware limited liability company
By: | IIP Operating Partnership, LP, | |||
its sole Member | ||||
By: | Innovative Industrial Properties, Inc., | |||
its sole general partner | ||||
By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | Vice President |
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