0001193125-23-279355 Sample Contracts

AMENDED AND RESTATED OPERATING AGREEMENT OF GPU ONE HOLDINGS, LLC
Operating Agreement • November 17th, 2023 • American Property Acquisitions VII, LLC • Finance services • Delaware

This AMENDED AND RESTATED OPERATING AGREEMENT (as the same may be amended, amended and restated, restated, supplemented or otherwise modified from time to time, this “Agreement”) of GPU One Holdings, LLC (the “Company”), a limited liability company organized under the Delaware Limited Liability Company Act (as amended from time to time, and any successor to such statute, the “Act”), is made effective as of May 19, 2020 and is adopted, executed and agreed to by the Company and Core Scientific, Inc., a Delaware corporation, and the sole member of the Company (the “Initial Sole Member” and called together with its successors and assigns in such capacity and any person who becomes a member from time to time in accordance with Section 5 hereof, individually and collectively, the “Sole Member”). This Agreement hereby amends and restates in its entirety that certain Operating Agreement, dated as of July 27, 2018 (the “Original Agreement”).

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AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF AMERICAN PROPERTY ACQUISITIONS VII, LLC December 14, 2022
Operating Agreement • November 17th, 2023 • American Property Acquisitions VII, LLC • Finance services • Georgia

The sole member (the “Sole Member”) of American Property Acquisitions VII, LLC, a Georgia limited liability company (the “Company”), by the written consent of the Sole Member and in accordance with Section 17 of the Amended and Restated Operating Agreement of the Company, dated as of May 17, 2021 (the “Agreement”) and Title 14 of the Official Code of Georgia Annotated, hereby approves and adopts on the date hereof the following amendment to the Agreement to be effective on the date hereof (this “Amendment”).

AMENDMENT TO THE OPERATING AGREEMENT OF AMERICAN PROPERTY ACQUISITIONS I, LLC December 14, 2022
Operating Agreement • November 17th, 2023 • American Property Acquisitions VII, LLC • Finance services • North Carolina

The sole member (the “Sole Member”) of American Property Acquisitions I, LLC, a North Carolina limited liability company (the “Company”), by the written consent of the Sole Member and in accordance with Section 17 of the Operating Agreement of the Company, dated as of May 17, 2018 (the “Agreement”) and Chapter 57D of the North Carolina General Statutes, hereby approves and adopts on the date hereof the following amendment to the Agreement to be effective on the date hereof (this “Amendment”).

AMENDED AND RESTATED OPERATING AGREEMENT OF AMERICAN PROPERTY ACQUISITIONS VII, LLC
Operating Agreement • November 17th, 2023 • American Property Acquisitions VII, LLC • Finance services • Georgia

This AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of American Property Acquisitions VII, LLC (the “Company”), a limited liability company organized under Title 14 of the Official Code of Georgia Annotated (as amended from time to time, and any successor to such statute, the “Act”), is made effective as of May 17, 2021 and is adopted, executed and agreed to by the Company and American Property Acquisition, LLC, a Delaware limited liability company and the sole member of the Company (the “Sole Member”).

AMENDMENT TO THE OPERATING AGREEMENT OF AMERICAN PROPERTY ACQUISITION, LLC December 14, 2022
Operating Agreement • November 17th, 2023 • American Property Acquisitions VII, LLC • Finance services • Delaware

The sole member (the “Sole Member”) of American Property Acquisition, LLC, a Delaware limited liability company (the “Company”), by the written consent of the Sole Member and in accordance with Section 17 of the Operating Agreement of the Company, dated as of May 17, 2018 (the “Agreement”) and the Delaware Limited Liability Company Act, hereby approves and adopts on the date hereof the following amendment to the Agreement to be effective on the date hereof (this “Amendment”).

AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT OF CORE SCIENTIFIC ACQUIRED MINING LLC (a Delaware Limited Liability Company)
Limited Liability Company Agreement • November 17th, 2023 • American Property Acquisitions VII, LLC • Finance services

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of XPDI Merger Sub 3, LLC, a Delaware limited liability company (the “Company”), is entered into as of January 20, 2022, and shall constitute the “limited liability company agreement” of the Company within the meaning of Section 18-101 of the Limited Liability Company Act of the State of Delaware (the “Act”).

LIMITED LIABILITY COMPANY AGREEMENT OF CORE SCIENTIFIC MINING LLC
Limited Liability Company Agreement • November 17th, 2023 • American Property Acquisitions VII, LLC • Finance services

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Core Scientific Mining LLC, a Texas limited liability company (“Company”), formed under the Texas Business Organizations Code, as it may be amended from time to time (the “Code”), effective as of December 14, 2022, is entered into, and executed by Core Scientific, Inc., a Delaware corporation, as the sole member of the Company (the “Member”), in consideration of the promises and the covenants and provisions hereinafter contained, the Member and Company states as follows:

AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CORE SCIENTIFIC ACQUIRED MINING LLC December 14, 2022
Limited Liability Company Agreement • November 17th, 2023 • American Property Acquisitions VII, LLC • Finance services • Delaware

The sole member (the “Sole Member”) of Core Scientific Acquired Mining LLC, a Delaware limited liability company (the “Company”), by the written consent of the Sole Member and in accordance with Section 21 of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of January 20, 2022 (the “Agreement”) and the Delaware Limited Liability Company Act, hereby approves and adopts on the date hereof the following amendment to the Agreement to be effective on the date hereof (this “Amendment”).

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