Llc Agreement Sample Contracts

Cheniere Energy Partners, LP – Indemnification Agreement (April 6th, 2009)

THIS INDEMNIFICATION AGREEMENT (the Agreement) is made and entered into this day of , 2009, between Cheniere Energy Partners GP, LLC, a Delaware limited liability company (the Company), and (Indemnitee).

Hard Rock Hotel Holdings, LLC – Hard Rock Hotel Holdings, Llc Class C Profits Interest Agreement (September 16th, 2008)

THIS CLASS C PROFITS INTEREST AGREEMENT (this Agreement) is made and entered into as of _____, 2008 (the Effective Date), by and between Hard Rock Hotel Holdings, LLC, a Delaware limited liability company (the Company), and (Participant). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan and the LLC Agreement (each as defined below), as applicable.

Hard Rock Hotel Holdings, LLC – Hard Rock Hotel Holdings, Llc Class C Profits Interest Agreement (September 16th, 2008)

THIS CLASS C PROFITS INTEREST AGREEMENT (this Agreement) is made and entered into as of September 10, 2008 (the Effective Date), by and between Hard Rock Hotel Holdings, LLC, a Delaware limited liability company (the Company), and Randy Kwasniewski (Participant). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan and the LLC Agreement (each as defined below), as applicable.

Hard Rock Hotel Holdings, LLC – Hard Rock Hotel Holdings, Llc Class C Profits Interest Agreement (September 16th, 2008)

THIS CLASS C PROFITS INTEREST AGREEMENT (this Agreement) is made and entered into as of , 2008 (the Effective Date), by and between Hard Rock Hotel Holdings, LLC, a Delaware limited liability company (the Company), and (Participant). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan and the LLC Agreement (each as defined below), as applicable.

Hard Rock Hotel Holdings, LLC – Hard Rock Hotel Holdings, Llc Class C Profits Interest Agreement (September 16th, 2008)

THIS CLASS C PROFITS INTEREST AGREEMENT (this Agreement) is made and entered into as of September 10, 2008 (the Effective Date), by and between Hard Rock Hotel Holdings, LLC, a Delaware limited liability company (the Company), and Randy Kwasniewski (Participant). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan and the LLC Agreement (each as defined below), as applicable.

Hard Rock Hotel Holdings, LLC – Hard Rock Hotel Holdings, Llc Class C Profits Interest Agreement (September 16th, 2008)

THIS CLASS C PROFITS INTEREST AGREEMENT (this Agreement) is made and entered into as of _____, 2008 (the Effective Date), by and between Hard Rock Hotel Holdings, LLC, a Delaware limited liability company (the Company), and (Participant). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan and the LLC Agreement (each as defined below), as applicable.

Hard Rock Hotel Holdings, LLC – Hard Rock Hotel Holdings, Llc Class C Profits Interest Agreement (September 16th, 2008)

THIS CLASS C PROFITS INTEREST AGREEMENT (this Agreement) is made and entered into as of September 10, 2008 (the Effective Date), by and between Hard Rock Hotel Holdings, LLC, a Delaware limited liability company (the Company), and Randy Kwasniewski (Participant). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan and the LLC Agreement (each as defined below), as applicable.

DigitalPost Interactive, Inc. – Digital Post Interactive - Cfi Sales and Marketing, Llc Agreement (April 1st, 2008)

This Agreement ("Agreement") effective as of the date of the later signature below, ("Effective Date") is by CFI Sales and Marketing, LLC ("CFI") with its principal place of business at 5601 Windhover Drive, Orlando, FL 32819 and DigitalPost Interactive, Inc. ("DPI"), a Nevada corporation with its principal place of business at 3240 El Camino Real, Suite #230, Irvine, CA 92602. The parties to this Agreement may be collectively referred to hereinafter as the "Parties" or individually as a "Party".

Dolan Media Company – Common Unit Purchase Agreement (December 3rd, 2007)

THIS COMMON UNIT PURCHASE AGREEMENT (this Agreement), dated as of November 30, 2007, is by and between Trott & Trott, P.C., a Michigan professional corporation (Seller), and Dolan APC LLC, a Delaware limited liability company (Buyer). Capitalized terms used but not otherwise defined herein shall have the definitions ascribed to them in the hereinafter defined LLC Agreement.

Dolan Media Company – Common Unit Purchase Agreement (December 3rd, 2007)

THIS COMMON UNIT PURCHASE AGREEMENT (this Agreement), dated as of November 30, 2007, is by and between Feiwell & Hannoy Professional Corporation, an Indiana professional corporation (Seller), and Dolan APC LLC, a Delaware limited liability company (Buyer). Capitalized terms used but not otherwise defined herein shall have the definitions ascribed to them in the hereinafter defined LLC Agreement.

Cleco – Contract (April 26th, 2007)
Municipal Mortgage & Equity, LLC – Solar Star Nafb, Llc Unit Transfer Agreement (March 27th, 2007)

This UNIT TRANSFER AGREEMENT (this Agreement) is entered into as of March 21, 2007, by and among Solar Star NAFB, LLC, a Delaware limited liability company (the Company), PowerLight Corporation, a Delaware corporation (the Transferor), and MMA NAFB Power, LLC, a Delaware limited liability company (the Transferee) (the Company, the Transferor and the Transferee are sometimes referred to herein each as a Party and collectively as the Parties).

Llc Agreement of Project Apollo Llc Dated February 1, 2007 (February 27th, 2007)

This LIMITED LIABILITY COMPANY AGREEMENT of Project Apollo LLC (the Company) is made and entered into as of February 1, 2007 by and between Nielsen Media Research, Inc. a subsidiary of The Nielsen Company (US), Inc. (formerly known as VNU, Inc.) (TNC-NMR), a Delaware corporation, having offices at 770 Broadway, New York, New York 10036 and Arbitron Inc. (Arbitron), a Delaware corporation, with offices at 142 West 57th Street, New York, New York 10019.

Highbury Financial Inc – Contract (December 6th, 2006)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS.

Common Equity Purchase Agreement (August 10th, 2006)

This Purchase Agreement (this Agreement) is made as of this 4th day of August, 2006 (the Issue Date) between NRG Common Stock Finance I LLC, a Delaware limited liability company (Issuer), and NRG Energy, Inc., a Delaware corporation and sole member of the Issuer (together with its successor and assigns, NRG).

Common Equity Purchase Agreement (August 10th, 2006)

This Purchase Agreement (this Agreement) is made as of this 4th day of August, 2006 (the Issue Date) between NRG Common Stock Finance II LLC, a Delaware limited liability company (Issuer), and NRG Energy, Inc., a Delaware corporation and sole member of the Issuer (together with its successor and assigns, NRG).

DirecTV Group – Investor Rights Agreement (April 28th, 2005)

This INVESTOR RIGHTS AGREEMENT (this Agreement), dated as of April 22, 2005, is entered into by and among HUGHES NETWORK SYSTEMS, LLC, a Delaware limited liability company (the Company), the DTVG Investor (as defined herein) and the SkyTerra Investor (as defined herein).

Madison River Communications – November 16, 2004 3108 Arthur Minnis Road Hillsborough, North Carolina 27278 Dear Steve: (February 25th, 2005)

We are pleased to inform you that the Board of Member Representatives (the Board) of Madison River Telephone Company, LLC, a Delaware limited liability company (the Company), has awarded you that number of Class D Units of the Company set forth below in consideration of the services to be rendered by you to the Company. The purpose of this award is to give you the opportunity to share in the long-term success of the Company. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Limited Liability Company Agreement of the Company (as amended, the LLC Agreement). If you agree with the terms and conditions set forth herein kindly acknowledge by affixing your signature below.

Madison River Communications – November 16, 2004 Paul H. Sunu 7705 Amesbury Drive Chapel Hill, North Carolina 27514 Dear Paul: (February 25th, 2005)

We are pleased to inform you that the Board of Member Representatives (the Board) of Madison River Telephone Company, LLC, a Delaware limited liability company (the Company), has awarded you that number of Class D Units of the Company set forth below in consideration of the services to be rendered by you to the Company. The purpose of this award is to give you the opportunity to share in the long-term success of the Company. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Limited Liability Company Agreement of the Company (as amended, the LLC Agreement). If you agree with the terms and conditions set forth herein kindly acknowledge by affixing your signature below.

Madison River Communications – November 16, 2004 Bruce J. Becker 1538 Rock Creek Dairy Road Whittset, North Carolina 27377 Dear Bruce: (February 25th, 2005)

We are pleased to inform you that the Board of Member Representatives (the Board) of Madison River Telephone Company, LLC, a Delaware limited liability company (the Company), has awarded you that number of Class D Units of the Company set forth below in consideration of the services to be rendered by you to the Company. The purpose of this award is to give you the opportunity to share in the long-term success of the Company. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Limited Liability Company Agreement of the Company (as amended, the LLC Agreement). If you agree with the terms and conditions set forth herein kindly acknowledge by affixing your signature below.

Akorn, Inc. – Strides Capital Contribution Agreement (September 27th, 2004)

This Strides Capital Contribution Agreement (the Agreement) is made pursuant to that certain Limited Liability Company Agreement for Akorn-Strides, LLC, a Delaware Limited Liability Company, dated September 22, 2004 (the LLC Agreement), and is one of the two Strides Capital Contribution Agreements referred to therein. Terms used with capital letters in this Agreement and not otherwise defined herein shall have the meanings set forth in the LLC Agreement. This Agreement evidences Strides obligation to repay advances to be made by A-S to Strides as provided in Section 3.1(B)(ii) of the LLC Agreement.

Akorn, Inc. – PROMISSORY NOTE (Akorn Draw Down Note) (September 27th, 2004)

This Promissory Note (the Note) is made pursuant to that certain Limited Liability Company Agreement for Akorn-Strides, LLC, a Delaware Limited Liability Company, dated September 22, 2004 (the LLC Agreement), and is the Akorn Draw Down Note referred to therein. Terms used with capital letters in this Note and not otherwise defined herein shall have the meanings set forth in the LLC Agreement. This Note evidences Borrowers obligation to repay advances to be made by Lender to Borrower as provided in Section 3.1(B)(ii)(a) of the LLC Agreement.

Jcm Partners Llc – EXHIBIT D-1 AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS OF CLASS 1 UNITS OF JCM PARTNERS, LLC (As Created Under the Amended and Restated LLC Agreement) (As Amended and Restated as of June 22, 2004) (July 7th, 2004)

WHEREAS, Section 2.1.5 of that Amended and Restated Limited Liability Company Agreement dated June 25, 2003, as it may be amended thereafter (Agreement) of JCM Partners, LLC, a Delaware limited liability company (Company), provides for the designation of all currently outstanding Common Units of the Company as the Class 1 Units; and

Msw Energy Finance Co II Inc – Third Amendment to Llc Agreement (February 10th, 2004)

THIS THIRD AMENDMENT TO LLC AGREEMENT (this "Amendment") is made and entered into as of June 30, 2003 by and between DUKE ENERGY HUDSON, LLC, a Delaware limited liability company ("Duke Hudson"), DUKE ENERGY ERIE, LLC, a Delaware limited liability company ("Duke Erie"), UAE REF-FUEL LLC, a Delaware limited liability company ("UAE RF") and UAE REF-FUEL II CORP., a Delaware Corporation and a wholly owned subsidiary of UAE RF ("UAE RF II").

Fifth Amendment to Limited Liability Company Agreement (October 30th, 2003)

THIS FIFTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the "Fifth Amendment") is entered into on this 14th day of October, 2003, by and among LECG HOLDING COMPANY, LLC, a California limited liability company (the "Company"), TCEP/LECG FUNDING CORPORATION, a Delaware corporation ("TCEP"), and the undersigned unitholders of the Company (the "Unitholders").

Second Amendment to Limited Liability Company Agreement (October 1st, 2003)

THIS SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (the "Second Amendment") is entered into on this 7th day of December, 2001, by and among LECG HOLDING COMPANY, LLC, a California limited liability company (the "Company"), TCEP/LECG FUNDING CORPORATION, a Delaware corporation ("TCEP"), and the undersigned unitholders of the Company (the "Unitholders").

Jcm Partners Llc – CERTIFICATE OF DESIGNATIONS OF CLASS 1 UNITS OF JCM PARTNERS, LLC (As Created Under the Amended and Restated LLC Agreement) (July 25th, 2003)

WHEREAS, Section 2.1.5 of that Amended and Restated Limited Liability Company Agreement dated June 25, 2003, as it may be amended thereafter (Agreement) of JCM Partners, LLC, a Delaware limited liability company (Company), provides for the designation of all currently outstanding Common Units of the Company as the Class 1 Units; and

Exelixis Inc. - Dow Agrosciences Llc Agreement (August 14th, 2000)

This Agreement, effective upon the date of the last signature hereto (hereafter "Effective Date"), is between Exelixis, Inc. (hereafter "EXEL"), which has an office located at 170 Harbor Way, P.O. Box 511, South San Francisco, CA 94083-0511, and Dow AgroSciences llc (hereafter "DAS"), which has an office located at 9330 Zionsville Road, Indianapolis, IN 46268.