Company Operating Agreement. The Manager may: * Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; * Acquire by purchase or otherwise, any real or personal property which may be necessary convenient, or incidental to the accomplishments of the business of the Company; * Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishments of the purposes of the Company and securing the same by mortgage, loan, venture, revenue bond, crowdfund, or any other appertaining to our development projects and properties, including the right (but not the obligation) to personally and voluntarily guarantee such obligations; * Open, maintain (and close, as appropriate), all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instrument for the payment of funds associated with acquiring raw land, acquiring land in case of old and abandon residential and commercial properties occupied on the land (all tear downs), designing, developing and distributing our new real estate properties and businesses; * Make all decisions relating to lending and borrowing of the Company and its capital, management of development properties, management of our business startups, subsidiaries and companies; * Employ such relevant agents, employees, managers, architects, general contractors, independent contractors and attorneys, auditors, etc., as may be reasonably necessary to carry out the purpose of this Agreement; * Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any development improvements, our Business Plan, real estate objectives and transactions, the acquisition and development of properties here in Atlanta, Georgia and across the United States; * Establish a reasonable Reserve fund for operations of the Company and potential future or contingent Company liabilities; * Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; * Work with a CPA firm in is preparation of Company budgets and financial reports, when necessary or appropriate to the Company operations, including but not limited to, all federal and state tax returns, reports and periodic financial statements including independent audits Xxxxxxx Homes Xxxxxxx Loans | 20 Company Operating Agreement submitted to the SEC,...
Company Operating Agreement. Except for these exclusions, the Company shall indemnify and hold harmless the Manager from and against any and all loss, cost, liability, expense, damage or judgment of whatsoever nature to or from any Person or entity, including payment for the Managers defense (including reasonable attorneys fees and costs) arising from or in any way connected with the conduct of the business of the Company. See also Article 13.3.4 regarding attorneys fees and costs related to internal disputes. Further, each Member shall indemnify and hold harmless the Manager, its officers, shareholders, directors, employees and agents from and against any and all loss, cost, liability, expense, damage or judgment of whatsoever nature to or from any Person or entity, including reasonable Attorneys fees, arising from or in any way connected with any liability arising from that Members misrepresentation(s) that it met the Suitability Standards established by the Manager for Membership in the Company prior to its admission as a Member.
Company Operating Agreement. 8.2 Removal Process; Notice to Perform
Company Operating Agreement. Issuance of a legal charging order and/or judgement by any judgement creditor against the Managers Interests in Cash Distribution or Fees from the Company; or * The Manager become subject to a disqualifying event at any time during operation of the Company.
Company Operating Agreement. True and complete information regarding the state of the business and financial condition of the Company; * Promptly after becoming available, a copy of the Company federal, state, and local income tax returns, if any, for each year; and * Other information regarding the affairs of the Company as is just and reasonable. As stated above, a Member shall have the right, during ordinary business hours, to inspect and copy the company documents listed above at the Members expense. But, the Member must give seven (7) days notice to the Manager of such Members intent to inspect and/or copy the documents, and may only inspect and copy such Company documents for a purpose reasonably related to the Members Interest in the Company as approved by the Manager. The Company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished. The Company may elect, at is option, to provide the requested document electronically. To the extent allowed by law, the Manager shall honor requests of Members to keep their contact information confidential.
Company Operating Agreement. In any purchase by the Members or the Manager described above, the Manager will automatically adjust the Membership Interests of the Purchasing Members or the Manager to reflect the respective number and Class of Units or Interests transferred, and the Manager shall revise Appendix B (attached hereto), as appropriate to reflect such adjustment.
Company Operating Agreement. 13.4 Mediation Any Dispute that cannot be settled through negotiation as describe in Article 13.2, may proceed to mediation. The parties shall try in good faith to settle the Dispute by mediation, which each of the parties to the Dispute must attend in person, before resorting to arbitration. If, after no less than three (3) face to face mediation sessions, mediation proves unsuccessful at resolving the Dispute, the parties may then, and only then, resort to binding arbitration as described in Article 13.5.
Company Operating Agreement material inconsistent with the principles of this Agreement, without the approval or vote of the Members, including without limitation. * To issue non substantive amendments to this Agreement to correct minor technical errors; * To cure any ambiguity or to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to add other provisions with respect to matters or questions arising under this Agreement which will not be materially inconsistent with the provisions of this Agreement. * To appoint a different tax matters member; * To take such steps as the Manager deems advisable to preserve the tax status of the Company as an entity that is not taxable as a corporation for federal or state income tax purposes; * To delete or add any provisions to this Agreement as requested by the Securities and Exchange Commission or by state securities officials which is deemed by such regulatory agency or official to be for the benefit or protection of the Members; or * To make amendments similar to the foregoing so long as such actions shall not materially and adversely affect the Members.
Company Operating Agreement. The tax matters member is authorized and required to represent the Company in connection with all examinations of the Company affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The tax matters member shall have the final decision making authority with respect to all federal income tax matters involving the Company. The Members agree to cooperate with the tax matters member and to do or refrain from doing any or all things reasonably required by the tax matters member to conduct such proceedings. Any reasonable direct out of pocket expense incurred by the tax matters member in carrying out its obligations hereunder shall be allocated to and charged to the Company as an expense of the Company for which the tax matters member shall be reimbursed.
Company Operating Agreement. Section, when capitalized and followed by a number, refers to the sections of the Appendices to this Company Agreement.
