Common use of California Limited Liability Company Clause in Contracts

California Limited Liability Company. Each of the signatories to this Agreement shall be referenced herein as a “Member” and collectively, as the “Members” as defined in Appendix D hereof. The Manager has formed a manager-managed California limited liability company (the Company) by executing and delivering the Certificate of Formation to the California Secretary of State in accordance with the California Revised Uniform Limited Liability Company Act, as codified in the California Corporations Code, Title 2.6, §§17701 et seq. as may be amended from time to time. The rights and liabilities of the Members shall be as provided in the Act except as may be modified in this Agreement. The Members acknowledge that under the applicable provisions of the Act, the Company may be either “member-managed” or “manager-managed,” and that they have specifically, by their signatures hereof, elected to form a manager-managed Company. Accordingly, management of the affairs of the Company shall be vested in the Manager of the Company, as set forth in Article 6 hereof, subject to any provisions of this Agreement (e.g., Articles 7 or 8), or in the Act restricting, enlarging or modifying the rights and duties of the Manager or management procedures. The Members shall immediately, and from time to time hereafter, execute all documents and do all filing, recording, and other acts as may be required to comply with the operation of the Company under the Act.