Exhibit 3.52
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
______________________________
This Limited Liability Company Operating Agreement (the
"Agreement") is entered into as of this ________ day of _______________,
__________ by _______________, a ________________ ("SOLE MEMBER").
WHEREAS, ________________________________ (the "Company") was
formed on ____________________ upon the filing of
__________________________________ with the __________________________ of the
State of ___________________________.
NOW THEREFORE, SOLE MEMBER by execution of this Agreement,
hereby continues the Company as a limited liability company pursuant to the
________________________________, as amended from time to time (the "Act"), upon
the following terms and conditions.
1. Name. The name of the limited liability company is
___________________.
2. Purpose. The Company is formed for the purpose of, and the
nature of the business to be conducted and promoted by the Company is,
engaging in any lawful act or activity for which limited liability
companies may be organized under the Act.
3. Fiscal Year. The fiscal year of the Company (the "fiscal
year") shall end on the fiscal year end required for U.S. federal
income tax purposes. SOLE MEMBER is authorized to make all elections
for tax or other purposes as they may deem necessary or appropriate in
such connection, including the establishment and implementation of
transition periods.
4. Powers. In furtherance of its purposes, the Company shall have
the power and is hereby authorized to do any and all acts necessary or
convenient to carry out any and all of the objects and purposes of the
Company and to perform all acts in furtherance thereof, including,
without limitation, (i) to execute and deliver any and all documents
and instruments which may be necessary or desirable to carry on the
business of the Company, including, without limitation, any and all
deeds, contracts and leases, and (ii) to take any and all other actions
it deems necessary, desirable, convenient or incidental for the
furtherance of the objects and purposes of the Company and shall have
and may exercise all of the powers and rights conferred upon a limited
liability company formed pursuant to the Act.
5. Registered Office. The address of the registered office of the
Company in the State ___________________ of is _______________________.
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6. Registered Agent. The name and address of the registered agent
of the Company for service of process on the Company in the State of
______________________ are ___________________________________________.
7. Member. The name and mailing address of SOLE MEMBER is set
forth on Exhibit A attached to this Agreement.
8. Designation of Managers.
(i) SOLE MEMBER hereby agrees that the responsibility
for managing the business and affairs of the Company shall be delegated
to three (3) managers (each of such managers of the Company being
hereinafter referred to individually as a "Manager" and collectively as
the "Board") and hereby consents to the election of __________________,
___________________________, and __________________ as Managers of the
Company.
(ii) The Managers shall serve and continue in such
office throughout the entire term of the Company unless sooner removed
by written action of SOLE MEMBER by operation of law, by order or
decree of any court of competent jurisdiction, or by voluntary
resignation or upon the dissolution, liquidation and termination of a
Manager.
(iii) In the event of the resignation, removal or
termination for any reason whatsoever of a Manager, the written consent
of SOLE MEMBER shall be required to designate a new manager.
(iv) The Board shall in each case act by a majority
of Managers in office. The Board is hereby authorized to appoint one or
more officers of the Company (each, an "Officer"), including, without
limitation, a President, a Secretary, one or more Vice Presidents and
one or more Assistant Vice Presidents and Assistant Secretaries. Each
such Officer shall have delegated to him or her the authority and power
to execute and deliver on behalf of the Company any and all such
contracts, certificates, agreements, instruments and other documents,
and to take any such action, as the Board deems necessary or
appropriate, all as may be set forth in a written delegation of
authority executed by the Board. The Officers shall serve at the
pleasure of the Board, and the Board may remove any person as an
Officer and/or appoint additional persons as Officers, as the Board
deems necessary or desirable. Any person or entity dealing with the
Company may conclusively presume that an Officer specified in such a
written delegation of authority who executes a contract, certificate,
agreement, instrument or other document on behalf of the Company has
the full power and authority to do so and each such document shall, for
all purposes, be duly authorized, executed and delivered by the Company
upon execution by such Officer. By execution hereof, SOLE MEMBER hereby
appoints as the initial Officers the persons specified in Exhibit B
attached hereto, who shall hold the office set forth opposite his or
her name.
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9. Exculpation and Indemnification. In the event that SOLE
MEMBER, or any of its direct or indirect partners, directors, officers,
stockholders, employees, agents, affiliates or controlling persons,
including, without limitation, any Manager or Officer (collectively,
the "Indemnified Persons", each, including such member, an "Indemnified
Person"), becomes involved, in any capacity, in any threatened, pending
or completed, action, proceeding or investigation, in connection with
any matter arising out of or relating to the Company's business or
affairs, the Company will periodically reimburse such Indemnified
Person for its legal and other expenses (including the cost of any
investigation and preparation) incurred in connection therewith,
provided that such Indemnified Person shall promptly repay to the
Company the amount of any such reimbursed expenses paid to it if it
shall ultimately be determined that such Indemnified Person is not
entitled to be indemnified by the Company in connection with such
action, proceeding or investigation as provided in the exception
contained in the next succeeding sentence. To the fullest extent
permitted by law, the Company also will indemnify and hold harmless an
Indemnified Person against any losses, claims, damages, liabilities,
obligations, penalties, actions, judgments, suits, proceedings, costs,
expenses and disbursements of any kind or nature whatsoever
(collectively, "Costs"), to which such an Indemnified Person may become
subject in connection with any matter arising out of or in connection
with the Company's business or affairs, except to the extent that any
such Costs result solely from the willful misfeasance, gross negligence
or bad faith of such Indemnified Person. If for any reason (other than
the willful misfeasance, gross negligence, or bad faith of such
Indemnified Person) the foregoing indemnification is unavailable to
such Indemnified Person, or insufficient to hold it harmless, then the
Company shall contribute to the amount paid or payable by such
Indemnified Person as a result of such Costs in such proportion as is
appropriate to reflect not only the relative benefits received by the
Company on the one hand and such Indemnified Person on the other hand
but also the relative fault of the Company and such Indemnified Person,
as well as any relevant equitable considerations. The reimbursement,
indemnity and contribution obligations of the Company under this
Section 9 shall be in addition to any liability which the Company may
otherwise have to any Indemnified Person and shall be binding upon and
inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company and any Indemnified Person. The
reimbursement, indemnity and contribution obligations of the Company
under this Section 9 shall be limited to the Company's assets, and no
member shall have any personal liability on account thereof. The
foregoing provisions shall survive any termination of this Agreement.
10. Admission. SOLE MEMBER is hereby deemed admitted as the sole
member of the Company upon its execution and delivery of this
Agreement.
11. Allocation of Profits and Losses. The Company's profits and
losses shall be allocated to SOLE MEMBER, as sole member.
12. Distributions. Distributions shall be made to SOLE MEMBER, as
sole member.
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13. Limited Liability. Except as otherwise provided by the Act,
the debts, obligations and liabilities of the Company, whether arising
in contract, tort or otherwise, shall be solely the debts, obligations
and liabilities of the Company, and neither the sole member nor any
affiliate, director, officer, partner or controlling person of the sole
member shall be obligated personally for any such debt, obligation or
liability of the Company.
14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED UNDER, THE LAWS OF THE STATE OF _______________, ALL RIGHTS
AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS.
15. Amendments. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed
and delivered by the sole member.
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Limited Liability Company Operating
Agreement as of the date first above written.
[NAME OF SOLE MEMBER]
SOLE MEMBER
By: _________________________________
Name:
Title:
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EXHIBIT A
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Sole Member Address
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EXHIBIT B
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OFFICER LIST
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