Limited Liability Company Agreement Of Sample Contracts

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NorthStar Healthcare Income, Inc. – Limited Liability Company Agreement of Watermark Fountains Owner, Llc (April 15th, 2015)

THIS LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this "Agreement") of WATERMARK FOUNTAINS OWNER, LLC, a Delaware limited liability company (the "Venture"), is entered into as of April 9, 2015, by and between WATERMARK FOUNTAINS INVESTMENTS, LLC, a Delaware limited liability company (together with its permitted successors and assigns in its capacity as a Member, the "TFG Member"), and FOUNTAINS PROPERTY NT-HCI, LLC, a Delaware limited liability company (together with its permitted successors and assigns in its capacity as a Member, the "NorthStar Member").

Limited Liability Company Agreement of E2open, Llc (April 2nd, 2015)

This Limited Liability Company Agreement (this "Agreement") of E2open, LLC, a Delaware limited liability company (the "Company"), is dated and effective as of April 1, 2015, and is adopted and entered into by Eagle Parent Holdings, LLC as the sole member of the Company (the "Managing Member"). The Managing Member, and any other persons admitted from time to time in accordance with the terms hereof are individually referred to herein as a "Member" and collectively referred to herein as the "Members".

Colony Financial – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COLONY CAPITAL OPERATING COMPANY, LLC (FORMERLY KNOWN AS CFI RE MASTERCO, LLC) a Delaware Limited Liability Company (April 2nd, 2015)

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COLONY CAPITAL OPERATING COMPANY, LLC (formerly known as CFI RE MASTERCO, LLC), a Delaware limited liability company (the Company), dated as of April 2, 2015, is entered into by and among (i) Colony Capital, Inc. (formerly known as Colony Financial, Inc.) (CLNY), (ii) Colony Capital, LLC (CC), (iii) CCH Management Partners I, LLC (CCH), (iv) FHB Holding LLC (FHB LLC), (v) Richard B. Saltzman (Saltzman) and (vi) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

Atlas Energy Group, LLC – Amendment No. 1 to the Third Amended and Restated Limited Liability Company Agreement of Atlas Energy Group, Llc (March 2nd, 2015)

THIS AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ATLAS ENERGY GROUP, LLC (this Amendment), dated as of February 27, 2015, is entered into and effectuated by the Board of Directors (the Board of Directors) of Atlas Energy Group, LLC (the Company) pursuant to authority granted to it in Sections 5.5 and 12.1 of the Third Amended and Restated Limited Liability Company Agreement of Atlas Energy Group, LLC, dated as of February 27, 2015 (the Limited Liability Company Agreement). Capitalized terms used but not defined herein are used as defined in the Limited Liability Company Agreement.

Jin Jie – Amended and Restated Limited Liability Company Agreement of Concord Energy Partners, Llc (February 5th, 2015)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of Concord Energy Partners, LLC, a limited liability company organized under the laws of Delaware (the "Company"), dated as of January 30, 2015 (the "Effective Date"), is entered into by and between York Renewable Energy Partners LLC, a limited liability company organized under the laws of Delaware ("Investor"), and Blue Sphere Corporation, a corporation organized under the laws of Nevada ("Development").

Chatham Lodging Trust [Reit] – The Transfer of the Limited Liability Company Interests Described in This Agreement Is Restricted as Described Herein. Limited Liability Company Agreement of Ihp I Owner Jv, Llc, (November 20th, 2014)

THIS LIMITED LIABILITY COMPANY AGREEMENT (together with the schedules and exhibits hereto, this "Agreement"), of IHP I Owner JV, LLC, a Delaware limited liability company (the "Company"), is made effective as of November 17, 2014 (the "Effective Date") by and between Platform Member II- T, LLC ("NS Managing Member") and Chatham IHP LLC, a Delaware limited liability company ("Chatham Managing Member", and, together with NS Managing Member and any other Person who becomes a member of the Company from time to time in accordance with the provisions hereof, the "Members").

Chatham Lodging Trust [Reit] – The Transfer of the Limited Liability Company Interests Described in This Agreement Is Restricted as Described Herein. Limited Liability Company Agreement of Ihp I Ops Jv, Llc, (November 20th, 2014)

THIS LIMITED LIABILITY COMPANY AGREEMENT (together with the schedules and exhibits hereto, this "Agreement"), of IHP I OPS JV, LLC, a Delaware limited liability company (the "Company"), is made effective as of November 17, 2014 (the "Effective Date") by and between Platform Member Holdings II-T CAM2, LLC ("NS Managing Member") and Chatham TRS Holding, Inc. ("Chatham Managing Member", and, together with NS Managing Member and any other Person who becomes a member of the Company from time to time in accordance with the provisions hereof, the "Members").

Limited Liability Company Agreement of Saturn Merger Sub 2, Llc (November 5th, 2014)

This Limited Liability Company Agreement (this Agreement) of Saturn Merger Sub 2, LLC (the Company), dated as of June 15, 2014, is adopted and entered into by LEVEL 3 COMMUNICATIONS, Inc., a Delaware corporation, as the sole member of the Company (the Member). The Member and any other members admitted from time to time in accordance with the terms hereof are individually referred to herein as a Member and collectively referred to herein as the Members.

Vivint Solar, Inc. – First Amendment to Limited Liability Company Agreement of Vivint Solar Aaliyah Project Company, Llc (August 26th, 2014)

This FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF VIVINT SOLAR AALIYAH PROJECT COMPANY, LLC (this First Amendment) is dated as of January 13, 2014 by and between Vivint Solar Aaliyah Manager, LLC, a Delaware limited liability company (Sponsor Sub), and Stoneco IV Corporation, a Delaware corporation (Investor).

Vivint Solar, Inc. – Limited Liability Company Agreement of Vivint Solar Licensing, Llc (August 26th, 2014)

This Limited Liability Company Agreement (together with the schedules attached hereto, this Agreement) of Vivint Solar Licensing, LLC (the Company), is entered into by Vivint, Inc., as the 90 percent equity member (the Primary Member) and Vivint Solar, Inc. as the 10 percent equity member (the Special Member and together with the Primary Member, the Members). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

Medley Management Inc. – Under the Amended and Restated Limited Liability Company Agreement of Medley LLC Dated and Effective as of December 14, 2012 (August 18th, 2014)

This Award Agreement ("Agreement") is made effective as of January 7, 2013 (the "Grant Date"), and is between Medley LLC, a Delaware limited liability company (the "Company"), and Richard Allorto (the "Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Amended and Restated Limited Liability Company Agreement of Medley LLC, dated and effective December 14, 2012, as may be amended from time to time (the "LLC Agreement").

Medley Management Inc. – Class C Unit Award Agreement (August 18th, 2014)

This Award Agreement ("Agreement") is made effective as of January 7, 2013 (the "Grant Date"), and is between Medley LLC, a Delaware limited liability company (the "Company"), and Jeffrey Tonkel (the "Participant"). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Amended and Restated Limited Liability Company Agreement of Medley LLC, dated and effective December 14, 2012, as may be amended from time to time (the "LLC Agreement").

Southcross Energy Partners L. – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SOUTHCROSS ENERGY PARTNERS GP, LLC a Delaware Limited Liability Company Dated as of August 4, 2014 (August 5th, 2014)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Southcross Energy Partners GP, LLC (the Company), a limited liability company organized under the Delaware Limited Liability Company Act, 6 Del. C. SS 18-101, et seq., as amended (the Act), is made and entered into as of this 4th day of August, 2014 by Southcross Holdings LP, a Delaware limited partnership (Holdings), the sole member of the Company.

BreitBurn Energy Partners, L.P. – To the Fourth Amended and Restated Limited Liability Company Agreement Of (July 2nd, 2014)

This Amendment No. 2 to the Fourth Amended and Restated Limited Liability Company Agreement (the "LLC Agreement") of BreitBurn GP, LLC, a Delaware limited liability company (the "Company"), dated as of July 1, 2014 (this "Amendment"), is entered into by BreitBurn Energy Partners L.P., a Delaware limited partnership, as sole member of the Company (the "Sole Member").

OCI Resources LP – Limited Liability Company Agreement of Oci Wyoming Llc, (July 2nd, 2014)

This LIMITED LIABILITY COMPANY AGREEMENT is entered into by and between OCI RESOURCES LP ("OCI"), a Delaware limited partnership, and NRP TRONA LLC ("NRP TRONA"), a Delaware limited liability company, together with any other Persons who become Members of the Company as provided herein.

Stonemor Partners L.P. – Second Amended and Restated Limited Liability Company Agreement of Stonemor Gp Llc, a Delaware Limited Liability Company Dated as of May 21, 2014 (May 23rd, 2014)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of STONEMOR GP LLC, a Delaware limited liability company (the Company), dated as of May 21, 2014 (the Effective Date), is adopted, executed and agreed to, for good and valuable consideration, by the Sole Member (as defined below).

NorthStar Healthcare Income, Inc. – Limited Liability Company Agreement of Eclipse Investment, Llc (May 13th, 2014)

THIS LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this "Agreement") of ECLIPSE INVESTMENT, LLC, a Delaware limited liability company (the "Venture"), is entered into as of May 7, 2014, by and between FC ECLIPSE INVESTMENT, LLC, a Delaware limited liability company (together with its permitted successors and assigns in its capacity as a Member, the "Formation Member"), and ECLIPSE HEALTH HOLDINGS-T, LLC, a Delaware limited liability company (together with its permitted successors and assigns in its capacity as a Member, the "NorthStar Member").

Taubman Centers – Fourth Amended and Restated Limited Liability Company Agreement of Taubman Properties Asia Llc a Delaware Limited Liability Company (May 5th, 2014)

THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is effective as of the 30th day of April, 2014, by, between, and among Taubman Asia Management II LLC, a Delaware limited liability company ("T-Asia"), whose address is 200 East Long Lake Road, P. O. Box 200, Bloomfield Hills, MI 48303-0200, and Rene Tremblay ("Tremblay"), whose address is 129 Repulse, Tower Two, Floor 20, Hong Kong, and Taubman Properties Asia LLC, a Delaware limited liability company (the "Company").

U.S. Well Services, LLC – Limited Liability Company Agreement (February 10th, 2014)

This First Amendment ("Amendment") to the Amended and Restated Limited Liability Company Agreement ("Agreement") of U.S. Well Services, LLC (the "Company") is made this 10th day of February, 2014, but effective as of October 18, 2013, pursuant to the terms of the Agreement. Capitalized terms used but not defined herein have the meaning provided in the Agreement.

Delek Logistics Partners Lp – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DELEK LOGISTICS GP, LLC a Delaware Limited Liability Company Dated as of December 10, 2013 (December 13th, 2013)

THE SECURITIES ISSUED BY DELEK LOGISTICS GP, LLC IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND, AS SUCH THEY MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS THE SECURITIES HAVE BEEN QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS SUCH QUALIFICATION AND REGISTRATION IS NOT LEGALLY REQUIRED. TRANSFER OF THE SECURITIES REPRESENTED BY THIS AGREEMENT MAY BE FURTHER SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS SET FORTH HEREIN.

Ridgewood Energy L Fund LLC – Amendment to the Limited Liability Company Agreement of Ridgewood Energy L Fund, Llc (November 14th, 2013)

This Amendment (the "Amendment") to the Limited Liability Company Agreement of Ridgewood Energy L Fund, LLC dated as of July 6, 2004 (the "Agreement") dated November 13, 2013 is made by Ridgewood Energy Corporation ("Energy"), a Delaware Corporation as Manager of the Ridgewood Energy L Fund, LLC (the "Fund") Fund and made effective as of October 31, 2013.

Cheniere Energy Partners LP Holdings, LLC – FORM OF LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE GP HOLDING COMPANY, LLC (A Delaware Limited Liability Company) (November 4th, 2013)

This LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) of CHENIERE GP HOLDING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of [], 2013, is adopted, executed and agreed to by Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (Cheniere Holdings), and Cheniere LNG Terminals, LLC, a Delaware limited liability company (Terminals), as the initial Members of the Company.

Sunoco Logistics Partners Lp – FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNOCO PARTNERS LLC a Pennsylvania Limited Liability Company Dated as of October 31, 2013 (November 1st, 2013)

This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SUNOCO PARTNERS LLC (the "Company"), dated as of October 31, 2013, is adopted, executed and agreed to by Energy Transfer Partners, L.P., a Delaware limited partnership ("ETP") and ETE Common Holdings, LLC, a Delaware limited liability company ("ETE Holdings"), as the Members (as defined herein) of the Company.

Atlas Pipeline Partners, L.P. – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ATLAS PIPELINE PARTNERS GP, LLC (October 29th, 2013)

This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) executed as of October 24, 2013, by and among those persons signatory hereto, as the same may be amended from time to time (such persons being herein sometimes called collectively, the Members, and individually, a Member).

Cheniere Energy Partners LP Holdings, LLC – FORM OF LIMITED LIABILITY COMPANY AGREEMENT OF CHENIERE GP HOLDING COMPANY, LLC (A Delaware Limited Liability Company) (October 18th, 2013)

This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of CHENIERE GP HOLDING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of [], 2013, is adopted, executed and agreed to by Cheniere Energy Partners LP Holdings, LLC, a Delaware limited liability company (Cheniere Holdings), and Cheniere LNG Terminals, LLC, a Delaware limited liability company (Terminals), as the initial Members of the Company.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STARSTREAM FILMS, LLC a Delaware Limited Liability Company (October 15th, 2013)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") of STARSTREAM FILMS. LLC (the "Company") is entered into, as of August 2, 2013 by and among Charles Bonan ("Bonan"), Starstream Entertainment. LLC (-SSE") and Larry Ladove ("Ladove").

GE Equipment Midticket LLC, Series 2013-1 – LIMITED LIABILITY COMPANY AGREEMENT OF GE EQUIPMENT FUNDING, LLC (A DELAWARE LIMITED LIABILITY COMPANY) Dated September 16, 2013 GE EQUIPMENT FUNDING, LLC (September 25th, 2013)

LIMITED LIABILITY COMPANY AGREEMENT dated as of September 16, 2003, adopted by General Electric Capital Corporation, as a member (the "Initial Member").

FORM OF LIMITED LIABILITY COMPANY AGREEMENT OF ANTERO RESOURCES MIDSTREAM LLC a Delaware Limited Liability Company (September 24th, 2013)

This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of ANTERO RESOURCES MIDSTREAM LLC, dated as of [*], 2013, is adopted, executed and agreed to by the Members (as defined below).

GE Equipment Midticket LLC, Series 2013-1 – LIMITED LIABILITY COMPANY AGREEMENT OF GE EQUIPMENT FUNDING, LLC (A DELAWARE LIMITED LIABILITY COMPANY) Dated September 16, 2013 GE EQUIPMENT FUNDING, LLC (September 19th, 2013)

LIMITED LIABILITY COMPANY AGREEMENT dated as of September 16, 2003, adopted by General Electric Capital Corporation, as a member (the "Initial Member").

Martin Midstream Partners L.P. – Amended and Restated Limited Liability Company Agreement of Martin Midstream Gp Llc, a Delaware Limited Liability Company (September 3rd, 2013)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MARTIN MIDSTREAM GP LLC (this "Agreement"), dated as of August 30, 2013 (the "Effective Date"), is adopted, executed, and agreed to by the sole Member (as defined below).

Cyrk – Limited Liability Company Agreement of Three Lions Entertainment, Llc a Delaware Limited Liability Company (August 23rd, 2013)

This LIMITED LIABILITY COMPANY AGREEMENT of THREE LIONS ENTERTAINMENT, LLC (the Company), is made as of March 18, 2013 (the Effective Date) by and among RICHARD BECKMAN (Beckman), JOEL A. KATZ (Katz), SIMON WORLDWIDE INC. a Delaware corporation (Simon), and OA3, LLC (Yucaipa and, together with Simon, the Y-S Investors) (with each of Beckman, Katz and Simon exclusively constituting the Members of the Company as of Effective Date), and each other Person who becomes a Member after the Effective Date in accordance with the terms of this Agreement.

Cyrk – Limited Liability Company Agreement of Three Lions Entertainment, Llc a Delaware Limited Liability Company (August 7th, 2013)

This LIMITED LIABILITY COMPANY AGREEMENT of THREE LIONS ENTERTAINMENT, LLC (the Company), is made as of March 18, 2013 (the Effective Date) by and among RICHARD BECKMAN (Beckman), JOEL A. KATZ (Katz), SIMON WORLDWIDE INC. a Delaware corporation (Simon), and OA3, LLC (Yucaipa and, together with Simon, the Y-S Investors) (with each of Beckman, Katz and Simon exclusively constituting the Members of the Company as of Effective Date), and each other Person who becomes a Member after the Effective Date in accordance with the terms of this Agreement.

Sunoco Logistics Partners Lp – FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNOCO PARTNERS LLC a Pennsylvania Limited Liability Company Dated as of July 11, 2013 (July 17th, 2013)

This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of SUNOCO PARTNERS LLC (the "Company"), dated as of July 11, 2013, is adopted, executed and agreed to by Energy Transfer Partners, L.P., a Delaware limited partnership ("ETP") and ETE Common Holdings, LLC, a Delaware limited liability company ("ETE Holdings"), as the Members (as defined herein) of the Company.

Cyrk – Limited Liability Company Agreement of Three Lions Entertainment, Llc a Delaware Limited Liability Company (July 15th, 2013)

This LIMITED LIABILITY COMPANY AGREEMENT of THREE LIONS ENTERTAINMENT, LLC (the Company), is made as of March 18, 2013 (the Effective Date) by and among RICHARD BECKMAN (Beckman), JOEL A. KATZ (Katz), SIMON WORLDWIDE INC. a Delaware corporation (Simon), and OA3, LLC (Yucaipa and, together with Simon, the Y-S Investors) (with each of Beckman, Katz and Simon exclusively constituting the Members of the Company as of Effective Date), and each other Person who becomes a Member after the Effective Date in accordance with the terms of this Agreement.

Amended and Restated Limited Liability Company Agreement of Tiptree Operating Company, Llc July 1, 2013 (July 2nd, 2013)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Tiptree Operating Company, LLC (together with any successor entity, the Company) is made as of July 1, 2013, by and among the Members listed on Annex A attached hereto (as amended from time to time in accordance with the provisions herein). Certain capitalized terms used herein are defined in Section 1.01.