Liability Company Agreement Sample Contracts

Exhibit 1(f) MASTER INSTITUTIONAL MONEY MARKET LLC LIMITED LIABILITY COMPANY AGREEMENT Dated: June 15, 2007 TABLE OF CONTENTS
Liability Company Agreement • August 28th, 2007 • Master Institutional Money Market LLC • Delaware
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LIABILITY COMPANY AGREEMENT OF DCT 4800 CENTRAL LLC
Liability Company Agreement • April 10th, 2014 • DCT Chino LLC • Real estate investment trusts • Delaware

This Limited Liability Company Agreement (this “Agreement”) of DCT 4800 Central LLC (the “Company”) is entered into by DCT Industrial Operating Partnership LP, a Delaware limited partnership, as the sole member of the Company (the “Sole Member”).

SIDOTI CAPITAL MANAGEMENT, LLC LIMITED LIABILITY COMPANY AGREEMENT
Liability Company Agreement • January 14th, 2015 • Sidoti & Company, Inc. • Security brokers, dealers & flotation companies

This Limited Liability Company Agreement of Sidoti Capital Management, LLC, a Delaware limited liability company (the “Company”), is entered into this 16th day of June, 2014 by the person executing this Agreement as the Member and such additional Members as may be hereinafter admitted.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Liability Company Agreement • September 16th, 2022 • QualTek Wireline LLC • Water, sewer, pipeline, comm & power line construction • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of QUALSAT, LLC, effective as of April 19, 2022 (this “Agreement”) is made by QualTek MidCo, LLC, a Delaware limited liability company (the “Member”).

EX-3.39 38 d235317dex339.htm LIMITED LIABILITY COMPANY AGREEMENT Execution Version LIMITED LIABILITY COMPANY AGREEMENT OF KENNEDY WILSON PROPERTY SPECIAL EQUITY III, LLC
Liability Company Agreement • May 5th, 2020

THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del.C. §§ 18-101, et seq.) (as amended from time to time, the “Act”), and do hereby certify and agree as follows:

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HLT MEMPHIS DATA LLC
Liability Company Agreement • June 23rd, 2017 • HIC San Pablo Limited, Inc. • Hotels & motels • Delaware

This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HLT Memphis Data LLC, a Delaware limited liability company (the “Company”), is entered into as of October 9, 2014, by Hilton Worldwide, Inc., a Delaware corporation (the “Managing Member”) (together with each other person admitted to the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).

CONECTIV MID MERIT, LLC LIMITED LIABILITY COMPANY AGREEMENT dated as of May 7, 2003
Liability Company Agreement • April 30th, 2004 • Pepco Holdings Inc • Electric & other services combined • Delaware
Sent: Friday, February 3, 2017 1:54 PM To: Kevin Fisher Subject: FW: PropX Amendment/Changes Attachments: #27821554v3_US2016_ - Hi-Crush_PropX_First Amendment to Limited Liability
Liability Company Agreement • November 15th, 2017

This email message and any attachments are for the sole use of the intended recipient(s). Any unauthorized review, use, disclosure, copying or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message and any attachments.

Limited Liability Company Agreement Date: April 29, 2013
Liability Company Agreement • September 13th, 2013 • CST Metro LLC • Retail-auto dealers & gasoline stations • Texas

This Limited Liability Company Agreement (the “Agreement”) of SKIPPER BEVERAGE COMPANY, LLC, a Texas limited liability company, is adopted effective as of 12:30 p.m. Eastern Standard Time on the date set forth above by the undersigned, being the sole Member of the Company.

MERCANTILE ALTERNATIVE STRATEGIES FUND LLC LIMITED LIABILITY COMPANY AGREEMENT Amended and Restated June 30, 2006
Liability Company Agreement • June 29th, 2006 • Mercantile Alternative Strategies Fund LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Mercantile Alternative Strategies Fund LLC (the “Company”) is dated as of June 30, 2006 by and among Mercantile Capital Advisors, Inc. as the manager (“MCA” or the “Manager”), and Mercantile Bankshares Corporation as Organizational Member and those persons hereinafter admitted as Members.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CLEARWATER PAPER – WIGGINS, LLC ARTICLE 1 DEFINITIONS
Liability Company Agreement • June 4th, 2013 • Clearwater Fiber, LLC • Paper mills • Delaware
EXHIBIT C – DIRECTOR FITNESS STANDARDS
Liability Company Agreement • July 26th, 2013

The SwapEx, LLC (“SwapEx”) Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”) specifies that the board of directors (the “Board”) will be composed of no less than three (3) but no more than five (5) directors. (See Exhibit A-1 at Section 6.1(b).) The Operating Agreement and Rule 201(c) in the SwapEx, LLC Rulebook (“SwapEx Rulebook”) provide that, at all times, at least 35% and no less than two (2) of the directors of SwapEx must be Public Directors. (See Exhibit A-1 at Section 6.1(c) and Exhibit M-1, Rule 201(c).) The SwapEx Rulebook and the Operating Agreement define the term “Public Director” to mean (i) prior to the time at which the CFTC Regulations establish required qualifications for public directors, any director of SwapEx, and (ii) from and after such time at which the CFTC Regulations establish required qualifications for public directors, a director of SwapEx found by the Board to have satisfied such requirements. (See Exhibit A-1 at Article

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF INTELSAT NORTH AMERICA LLC
Liability Company Agreement • December 22nd, 2011 • Intelsat Subsidiary (Gibraltar) LTD • Communications services, nec • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Intelsat North America LLC (the “Company”), dated as of January 28, 2005, is entered into by Intelsat LLC, a Delaware limited liability company, as sole member of the Company.

AMENDMENT NO. 1 TO THE LIMITED LIABILITY COMPANY AGREEMENT OF MONTANA MERGER SUB II, LLC
Liability Company Agreement • January 26th, 2017 • Applied Micro Circuits Corp • Semiconductors & related devices • Delaware

This AMENDMENT NO. 1 (this “Amendment”) to the Limited Liability Company Agreement (the “Agreement”) of Montana Merger Sub II, LLC (the “Company”) is entered into as of December 28, 2016, by MACOM Technology Solutions Holdings, Inc., a Delaware corporation and the sole member of the Company (the “Member”).

ZOOM E-CIGS LLC limited Liability Company Agreement
Liability Company Agreement • April 16th, 2014 • Liggett Group LLC • Cigarettes • Delaware

This Limited Liability Company Agreement of Zoom E-Cigs LLC is made and entered into as of June 3, 2013, by VGR Holding LLC, a Delaware limited liability company, with offices at 4400 Biscayne Boulevard, 10th Floor, Miami, Florida 33137-3212.

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ONCOR ELECTRIC DELIVERY COMPANY LLC
Liability Company Agreement • March 3rd, 2009 • Oncor Electric Delivery Co LLC • Electric services

This Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of ONCOR ELECTRIC DELIVERY COMPANY LLC (the “Amendment”) is entered into as of February 18, 2009 by ONCOR ELECTRIC DELIVERY HOLDINGS COMPANY LLC, a Delaware limited liability company (the “Initial Member”), TEXAS TRANSMISSION INVESTMENT LLC, a Delaware limited liability company (the “Minority Member”), and ONCOR MANAGEMENT INVESTMENT LLC, a Delaware limited liability company (the “Management Member” and collectively with the Initial Member and the Minority Member, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the LLC Agreement (as defined below)

AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FXCM HOLDINGS, LLC
Liability Company Agreement • January 17th, 2018 • Global Brokerage Holdings, LLC • Security & commodity brokers, dealers, exchanges & services

This Amendment No. 2 to the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, LLC (the “Company”) is entered into as of January 29, 2015 by the managing member signing below (the “Managing Member”). The Managing Member hereby agrees as follows:

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of LOCAL TV, LLC
Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Local TV, LLC, a Delaware limited liability company (the “Company”) is adopted and entered into as of July 10, 2008, by Local TV Holdings, LLC, a Delaware limited liability company, as sole member (the “Sole Member”).

SARATOGA SENIOR LOAN FUND I JV LLC LIMITED LIABILITY COMPANY AGREEMENT
Liability Company Agreement • October 28th, 2021 • Saratoga Investment Corp. • Delaware

This Limited Liability Company Agreement, dated as of October 26, 2021, is entered into by and between Saratoga Investment Corp. and TJHA JV I LLC (collectively, the “Members”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRG CALIFORNIA SOUTH GP LLC a Delaware Limited Liability Company
Liability Company Agreement • November 6th, 2018 • NRG Rema LLC • Electric services • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NRG California South GP LLC (the “Company”), dated as of February 1, 2016, is adopted by, and executed and agreed to, for good and valuable consideration, by its Member, NRG Power Generation Assets LLC, a Delaware limited liability company.

FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE HOLDINGS, LLC
Liability Company Agreement • November 10th, 2008 • Enterprise GP Holdings L.P. • Natural gas transmission • Delaware

This First Amendment dated November 6, 2008 to the Third Amended and Restated Limited Liability Company Agreement (this “Amendment”) of EPE Holdings, LLC (“EPE GP”), dated November 7, 2007, is executed by Dan Duncan LLC (“DDLLC”). Capitalized terms used but not defined in this Amendment shall have the meaning set forth in the Limited Liability Company Agreement of EPE GP dated November 7, 2007 (the “LLC Agreement”).

confidential Jeremy Mouton Bracewell & Giuliani LLP Oct 05, 2005 01:57 EDT LIMITED LIABILITY COMPANY AGREEMENT OF EXOPACK-THOMASVILLE, LLC A Delaware Limited Liability Company Dated September 27, 2003 confidential Jeremy Mouton Bracewell & Giuliani...
Liability Company Agreement • August 11th, 2006 • Exopack Holding Corp • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of EXOPACK–THOMASVILLE, LLC, a Delaware limited liability company (the “Company”), dated as of September [ ], 2003 (the “Effective Date”), is adopted and executed by Exopack, LLC, a Delaware limited liability company (“Exopack”), as the sole Member (as defined below) of the Company.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PACTIV LLC
Liability Company Agreement • February 27th, 2014 • Reynolds Group Holdings LTD • Plastics, foil & coated paper bags • Delaware

Amended and Restated Limited Liability Company Agreement of Pactiv LLC (the “Company”) dated as of June 30, 2013, entered into by Reynolds Group Holdings Inc. as sole Member of the Company.

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SABINE PASS LIQUEFACTION, LLC (A Delaware Limited Liability Company)
Liability Company Agreement • November 15th, 2013 • Sabine Pass Liquefaction, LLC • Delaware

This First Amended and Restated Limited Liability Company Agreement (the “Agreement”), dated as of July 31, 2012, is hereby duly adopted as the limited liability company agreement of Sabine Pass Liquefaction, LLC, a Delaware limited liability company (the “Company”) by the Initial Member (as defined below).

LIMITED LIABILITY COMPANY AGREEMENT OF PHOENIXVILLE HOSPITAL COMPANY, LLC April 27, 2004 LIMITED LIABILITY COMPANY AGREEMENT OF PHOENIXVILLE HOSPITAL COMPANY, LLC
Liability Company Agreement • October 5th, 2007 • Community Health Investment CORP • Services-general medical & surgical hospitals, nec • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) is made as of the 27th day of April, 2004, by and between (i) Pennsylvania Hospital Company, LLC, a Delaware limited liability company, and (ii) Hallmark Healthcare Corporation, a Delaware corporation. The foregoing parties are collectively referred to herein as “Members” and individually as a “Member.” For purposes of this Agreement, the term “Members” includes all persons then acting in such capacity in accordance with the terms of this Agreement.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC
Liability Company Agreement • April 28th, 2016 • EQT Midstream Partners, LP • Natural gas transmission • Delaware

This FIRST AMENDMENT (this “Amendment”) TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Second A&R Agreement;” as modified by this Amendment, the “Agreement”) OF MOUNTAIN VALLEY PIPELINE, LLC, dated March 10, 2015, is adopted, executed and agreed to as of January 21, 2016 by MVP Holdco, LLC, a Delaware limited liability company (“EQT”), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (“USG”), and Mountain Valley Pipeline, LLC, a Delaware limited liability company (the “Company”). EQT, USG and the Company are sometimes referred to herein collectively as the “Parties,” and each, a “Party.”

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS MANAGEMENT HOLDINGS LLC A Delaware Limited Liability Company
Liability Company Agreement • September 14th, 2018 • Talos Resources LLC • Crude petroleum & natural gas • Delaware

This Amended and Restated Limited Liability Company Agreement of Talos Management Holdings LLC (this “Agreement”) is effective as of October 1, 2017 and is adopted, executed and agreed to by Talos Management Intermediary LLC (the “Managing Member”) and Talos Gulf Coast LLC (the “Non-Managing Member” and, together with the Managing Member, the “Members”, and each a “Member”). This Agreement amends and restates, and replaces, in its entirety, the Amended & Restated Limited Liability Company Agreement of GCER Management Holdings, LLC dated as of March 31, 2015 (as amended, supplemented or modified). GCER Management Holdings, LLC changed its name to Talos Management Holdings LLC pursuant to a Certificate of Amendment in the state of Delaware dated as of July 7, 2017.

a Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Liability Company Agreement • August 4th, 2015 • NRG Yield, Inc. • Electric services • Delaware

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

First Amended and Restated Limited Liability Company Agreement
Liability Company Agreement • January 21st, 2022 • North Haven Private Income Fund LLC • Delaware

This First Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Morgan Stanley Private Income Fund LLC (the “Company”) is entered into as of October 26, 2021 by MS Credit Partners Holdings Inc., a Delaware corporation (the “Initial Member”), as its sole member.

LIMITED LIABILITY COMPANY AGREEMENT OF PG&E Energy Recovery Funding LLC
Liability Company Agreement • December 20th, 2004 • PG&E Energy Recovery Funding LLC • Asset-backed securities • Delaware
AMENDED AND RESTATEDLIMITED LIABILITY COMPANY AGREEMENT OF BA CREDIT CARD FUNDING, LLC
Liability Company Agreement • October 23rd, 2006 • BA Credit Card Funding, LLC • Asset-backed securities • Delaware

This Management Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Management Agreement and all of which together shall constitute one and the same instrument.

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