SINGLE MEMBER LLC Clause Samples

The Single Member LLC clause establishes that the limited liability company (LLC) has only one owner, known as the sole member. This clause typically identifies the sole member by name and may outline their exclusive rights and responsibilities regarding the management and operation of the LLC. By clearly designating the LLC as a single-member entity, the clause ensures legal clarity regarding ownership structure and simplifies decision-making processes, while also confirming the application of relevant tax and liability rules specific to single-member LLCs.
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SINGLE MEMBER LLC. Each of the undersigned acknowledges and agrees that, so long as the Company has less than two (2) Members, certain provisions of this Agreement may be inapplicable in light of the fact that the Company may be disregarded as an entity for federal and state income tax purposes (as determined in good faith by the Members in agreement with the sole Member). In such event and notwithstanding any provision of this Agreement to the contrary, any such inapplicable provision shall be construed and adhered to in a manner and to the fullest extent that the intent of such provision may be carried out in the context of a single member limited liability company (as determined in good faith by the sole Member).
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SINGLE MEMBER LLC. The Company is a single-member limited liability company disregarded for federal income-tax purposes and treated as a division of Stratus for federal income-tax purposes.
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SINGLE MEMBER LLC. Feld and WPHC hereby ▇▇▇▇e that, notwithstanding any provisions to the contrary in the Operating Agreement, the Company shall continue in existence and its business shall be continued after the transfer to WPHC of all of Feld's interest in t▇▇ ▇▇▇pany pursuant to the Call Option. The Articles of Organization shall be amended to permit continuation of the Company as a single- member limited liability company and, upon such amendment to the Articles of Organization, the Operating Agreement shall be and hereby is amended to conform thereto.
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SINGLE MEMBER LLC. The Company shall have a single member. For federal income tax purposes, the Company will be a disregarded entity.
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SINGLE MEMBER LLC. The Company shall have closed on the purchase of ▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ Membership interests in ATS-Dallas and ATS-Dallas shall be a single-member limited liability company with ATS as its sole member. In addition, ATS-Dallas shall have completed the purchase of the option owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇") pursuant to the terms of that certain agreement dated August 4, 1999. Any payments to ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ in order that ATS becomes the sole member of ATS-Dallas will be paid by the Sellers at Closing and neither the Company nor Buyer shall have any responsibility therefor.
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SINGLE MEMBER LLC. Each of the undersigned acknowledges and agrees that, so long as the Company has less than two (2) Members, certain provisions of this Agreement may be inapplicable in light of the fact that the Company may be disregarded as an entity for federal and state income tax purposes (as determined in good faith by the Members in agreement with the sole Member). In such event
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Related to SINGLE MEMBER LLC

  • Single Member The Member (including, for purposes of this Section, any estate, heir, personal representative, receiver, trustee, successor, assignee and/or transferee of the Member) shall not be liable, responsible or accountable, in damages or otherwise, to the Company or any other person for: (i) any act performed, or the omission to perform any act, within the scope of the power and authority conferred on the Member by this agreement and/or by the Statutes except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and un-appealable or not timely appealed (“Judicially Determined”) to constitute fraud, gross negligence, recklessness or intentional misconduct; (ii) the termination of the Company and this Agreement pursuant to the terms hereof; (iii) the performance by the Member of, or the omission by the Member to perform, any act which the Member reasonably believed to be consistent with the advice of attorneys, accountants or other professional advisers to the Company with respect to matters relating to the Company, including actions or omissions determined to constitute violations of law but which were not undertaken in bad faith; or (iv) the conduct of any person selected or engaged by the Member. The Company, its receivers, trustees, successors, assignees and/or transferees shall indemnify, defend and hold the Member harmless from and against any and all liabilities, damages, losses, costs and expenses of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by the Member (including amounts paid in satisfaction of judgments, in settlement of any action, suit, demand, investigation, claim or proceeding (“Claim”), as fines or penalties) and from and against all legal or other such costs as well as the expenses of investigating or defending against any Claim or threatened or anticipated Claim arising out of, connected with or relating to this Agreement, the Company or its business affairs in any way; provided, that the conduct of the Member which gave rise to the action against the Member is indemnifiable under the standards set forth herein. Upon application, the Member shall be entitled to receive advances to cover the costs of defending or settling any Claim or any threatened or anticipated Claim against the Member that may be subject to indemnification hereunder upon receipt by the Company of any undertaking by or on behalf of the Member to repay such advances to the Company, without interest, if the Member is Judicially Determined not to be entitled to indemnification as set forth herein. All rights of the Member to indemnification under this Agreement shall (i) be cumulative of, and in addition to, any right to which the Member may be entitled to by contract or as a matter of law or equity, and (ii) survive the dissolution, liquidation or termination of the Company as well as the death, removal, incompetency or insolvency of the Member. The termination of any Claim or threatened Claim against the Member by judgment, order, settlement or upon a plea of nolo contendere or its equivalent shall not, of itself, cause the Member not to be entitled to indemnification as provided herein unless and until Judicially Determined to not be so entitled.

  • Sole Member As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • General Partner The name and address of the general partner of the Partnership is Outback Steakhouse of Florida, Inc., ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

  • Multi-Member The Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish each Member, within seventy-five days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement a capital account statement; and the amount of such Member’s share of the Company’s income, gain, losses, deductions and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State and local income tax and information returns for the Company, and shall cause such tax and information returns to be timely filed. Within seventy-five days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member, a current list of the names and addresses of all of the Members of the Company, and any other persons or entities having any financial interest in the Company.