Restated Limited Liability Company Agreement Sample Contracts

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Second Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC (October 17th, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of TerraForm Power, LLC, a Delaware limited liability company (the "Company"), dated and effective as of October 16, 2017 (the "Effective Date"), is made by and among the Members (as defined herein).

Funko, Inc. – FUNKO ACQUISITION HOLDINGS, L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [], 2017 (October 12th, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this Agreement), dated as of [], 2017 (the Effective Time), is entered into by and among Funko Acquisition Holdings, L.L.C., a Delaware limited liability company (the Company), and its Members (as defined herein).

Oasis Midstream Partners LP – Amended and Restated Limited Liability Company Agreement of Bighorn Devco Llc (A Delaware Limited Liability Company) (September 29th, 2017)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Bighorn DevCo LLC, a Delaware limited liability company (the Company), effective as of September 25, 2017 (the Effective Date), is adopted, executed and agreed to by Oasis Midstream Services LLC, a Delaware limited liability company and original sole member (the Original Member), and OMP Operating LLC, a Delaware limited liability company wholly owned subsidiary of Oasis Midstream Partners LP (the Partnership) and successor sole member (the Member) of the Company.

Oasis Midstream Partners LP – BOBCAT DEVCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated Effective as of September 25, 2017 (September 29th, 2017)

This Amended and Restated Limited Liability Company Agreement of Bobcat DevCo LLC (the Company), dated effective as of September 25, 2017 (the Effective Date), is entered into by and between OMP Operating LLC, a Delaware limited liability company (OMP Operating), and Oasis Midstream Services LLC, a Delaware limited liability company (OMS). OMP Operating and OMS are each referred to herein as, a Member and collectively, as Members of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Oasis Midstream Partners LP – BEARTOOTH DEVCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated Effective as of September 25, 2017 (September 29th, 2017)

This Amended and Restated Limited Liability Company Agreement of Beartooth DevCo LLC (the Company), dated effective as of September 25, 2017 (the Effective Date), is entered into by and between OMP Operating LLC, a Delaware limited liability company (OMP Operating), and Oasis Midstream Services LLC, a Delaware limited liability company (OMS). OMP Operating and OMS are each referred to herein as, a Member and collectively, as Members of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

BP Midstream Partners LP – FORM OF MARDI GRAS TRANSPORTATION SYSTEM COMPANY LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated Effective as of , 2017 (September 25th, 2017)

This Second Amended and Restated Limited Liability Company Agreement of Mardi Gras Transportation System Company LLC (the Company), dated effective as of , 2017 (the Effective Date), is entered into by and between The Standard Oil Company, an Ohio corporation (Standard Oil), BP Pipelines (North America) Inc., a Maine corporation (BP Pipelines), and BP Midstream Partners LP, a Delaware limited partnership (BPMP). Standard Oil, BP Pipelines and BPMP are each referred to herein as, a Member and collectively, as Members of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Carlyle Group L.P. – CARLYLE GROUP MANAGEMENT L.L.C. SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 13, 2017 (September 13th, 2017)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CARLYLE GROUP MANAGEMENT L.L.C. (the Company), dated as of September 13, 2017, by and among the Members of the Company on the date hereof, and such other persons that are admitted to the Company as members of the Company after the date hereof in accordance herewith.

Penske Automotive Group – Third Amended and Restated Limited Liability Company Agreement of Lj Vp Holdings Llc (September 8th, 2017)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is entered into this 7th day of September, 2017, by and among LJ VP Holdings LLC (the "Company"), Penske Truck Leasing Corporation, a Delaware corporation with its offices at 2675 Morgantown Road, Reading, Pennsylvania 19607 (as further defined below, "PTLC"), and Penske Automotive Group, Inc., a Delaware corporation with its offices at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302 (as further defined below, "PAG").

Ranger Energy Services, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RNGR ENERGY SERVICES, LLC DATED AS OF August 16, 2017 (August 22nd, 2017)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of August 16, 2017, by and among RNGR Energy Services, LLC, a Delaware limited liability company (the Company), Ranger Energy Services, Inc. (PubCo), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

Alta Mesa Holdings, LP – FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTA MESA HOLDINGS GP, LLC (A Texas Limited Liability Company) August 16, 2017 (August 17th, 2017)

This Fifth Amended and Restated Limited Liability Company Agreement (this Agreement) of Alta Mesa Holdings GP, LLC, a Texas limited liability company (the Company), is entered into by and between the members set forth in Exhibit A (the Members), as of August 16, 2017 (the Effective Date).

Lightstone Real Estate Income Trust Inc. – Amended and Restated Limited Liability Company Agreement Of (August 14th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 31, 2017 (as amended, modified or restated from time to time in accordance herewith, this "Agreement") of 40 EAST END AVE. PREF MEMBER LLC, a Delaware limited liability company (the "Company"), is entered into by and among SAYT MASTER HOLDCO LLC, a Delaware limited liability company (together with its permitted successors and assigns, "SAYT Member"), LIGHTSTONE REAL ESTATE INCOME TRUST, INC., a Maryland corporation ("REIT Member", and together with SAYT Member, the "Deciding Members"), and THE NON-MANAGING MEMBERS IDENTIFIED ON THE SIGNATURE PAGES ANNEXED HERETO (together with each of their permitted successors and assigns, each a "Non-Managing Member" and, collectively, the "Non-Managing Members"); SAYT Member, REIT Member, and the Non-Managing Members constitute all the members of the Company (SAYT Member, REIT Member, and the Non-Managing Members, together with their respective successors and permitted

Petmatrix Llc – Amended and Restated Limited Liability Company Agreement of Petmatrix Llc (August 9th, 2017)

This Amended and Restated Limited Liability Company Agreement (this Agreement) of Petmatrix LLC, a New York limited liability company (the Company), effective as of June 1, 2017, is entered into by Salix Animal Health, LLC, a Florida limited liability company (the Managing Member) and Alaska Merger Acquisition Corp., a Delaware corporation, each as the members of the Company (together with each person or entity who may hereafter be admitted as a member in accordance with the terms of this Agreement, collectively, the Members);

Colony NorthStar, Inc. – Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of Colony Capital Operating Company, Llc (August 9th, 2017)

This Amendment No. 1 to the Third Amended and Restated Limited Liability Company Agreement of Colony Capital Operating Company, LLC (this "Amendment") is made as of June 23, 2017 by Colony NorthStar, Inc., a Maryland corporation, as the sole Managing Member (the "Company") of Colony Capital Operating Company, LLC, a Delaware limited liability company (the "Operating Partnership"), pursuant to the authority granted to the Company in the Third Amended and Restated Limited Liability Company Agreement of Colony Capital Operating Company, LLC, dated as of January 10, 2017 (the "Partnership Agreement"). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.

HIGHLY CONFIDENTIAL & TRADE SECRET BLACKSTONE CEMA L.L.C. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 9, 2016 (August 8th, 2017)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 9, 2016 of Blackstone CEMA L.L.C., a Delaware limited liability company (the Company), by and between Blackstone Holdings III L.P., a Quebec societe en commandite (the Managing Member or Holdings), as managing member, and the Members listed in the books and records of the Company, as members.

Ranger Energy Services, Inc. – Third Amended and Restated Limited Liability Company Agreement Of (August 7th, 2017)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated [], 2017, is hereby duly adopted as the amended and restated limited liability company agreement of Torrent Energy Holdings, LLC, a Delaware limited liability company, by the undersigned.

Ranger Energy Services, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RANGER ENERGY HOLDINGS II, LLC (A Delaware Limited Liability Company) (August 7th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated effective as of [*], 2017, is hereby duly adopted as the Limited Liability Company Agreement of Ranger Energy Holdings II, LLC, a Delaware limited liability company (the Company), by the undersigned.

Ranger Energy Services, Inc. – Third Amended and Restated Limited Liability Company Agreement Of (August 7th, 2017)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated effective as of [*], 2017, is hereby (i) duly adopted as the Limited Liability Company Agreement of Ranger Energy Holdings, LLC, a Delaware limited liability company (the Company), by Approval of a Supermajority of the Board, and (ii) ratified, confirmed and approved by Members of the Company constituting the Approval of a Majority of the Members and approval of the holders of a majority of each class of Units pursuant to Section 11.2(a) of the Prior Agreement.

Ranger Energy Services, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TORRENT ENERGY HOLDINGS II, LLC (A Delaware Limited Liability Company) (August 7th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated [], 2017, is hereby duly adopted as the amended and restated limited liability company agreement of Torrent Energy Holdings II, LLC, a Delaware limited liability company, by the undersigned.

Teekay Offshore Partners Lp – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of [*], 2017 (August 1st, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of [*], 2017 (the Effective Date), of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the Company), is by and among Teekay Holdings Limited, a Bermuda corporation (TK), and Brookfield TK TOGP L.P., a Bermuda limited partnership (Brookfield).

Teekay Shipping Corporation – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of [*], 2017 (August 1st, 2017)

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of [*], 2017 (the Effective Date), of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the Company), is by and among Teekay Holdings Limited, a Bermuda corporation (TK), and Brookfield TK TOGP L.P., a Bermuda limited partnership (Brookfield).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PRESENTATION TECHNOLOGIES, LLC a Delaware Limited Liability Company (July 31st, 2017)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of Presentation Technologies, LLC, a Delaware limited liability company (the Company), dated as of [ ], 2017 (the Effective Date), is adopted, executed and agreed to, for good and valuable consideration, by the Members (as defined below).

Hilton Grand Vacations Inc. – Amended and Restated Limited Liability Company Agreement of Bre Ace Llc (July 21st, 2017)

This Amended and Restated Limited Liability Company Agreement is entered into as of July 18, 2017, between the members set forth on Schedule A hereto (each, a Member and collectively, the Members).

PetIQ, Inc. – PetIQ HOLDINGS, LLC a Delaware Limited Liability Company SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ], 2017 (July 6th, 2017)

This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PetIQ Holdings, LLC (the Company), dated [ ], 2017 and effective as set forth herein (this Agreement), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).

Bear Newco, Inc. – BAKER HUGHES, a GE COMPANY, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 3, 2017 (July 3rd, 2017)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

BAKER HUGHES, a GE COMPANY, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 3, 2017 (July 3rd, 2017)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

USCF Funds Trust – Sixth Amended and Restated Limited Liability Company Agreement of United States Commodity Funds Llc (June 27th, 2017)

Page ARTICLE I DEFINITIONS 1 ARTICLE II ORGANIZATIONAL MATTERS 3 Section 2.1 Formation and Continuation. 3 Section 2.2 Name. 3 Section 2.3 Purposes. 3 Section 2.4 Powers. 3 Section 2.5 Offices: Statutory Agent. 3 ARTICLE III MEMBER 4 Section 3.1 Membership Interest. 4 Section 3.2 Capital Contribution 4 Section 3.3 Uncertificated Membership Interest. 4 Section 3.4 Rights of the Member. 4 ARTICLE IV DIRECTORS 4 Section 4.1 Number and Qualification. 4 Section 4.2 Election and Term of Office. 4 Section 4.3 Resignation. 4 Section 4.4 Removal. 4 Section 4.5 Vacancies. 4 Section 4.6 General Powers. 5 Section 4.7 Compensation. 5

USCF Funds Trust – Sixth Amended and Restated Limited Liability Company Agreement of United States Commodity Funds Llc (June 27th, 2017)

Page ARTICLE I DEFINITIONS 1 ARTICLE II ORGANIZATIONAL MATTERS 3 Section 2.1 Formation and Continuation. 3 Section 2.2 Name. 3 Section 2.3 Purposes. 3 Section 2.4 Powers. 3 Section 2.5 Offices: Statutory Agent. 3 ARTICLE III MEMBER 4 Section 3.1 Membership Interest. 4 Section 3.2 Capital Contribution 4 Section 3.3 Uncertificated Membership Interest. 4 Section 3.4 Rights of the Member. 4 ARTICLE IV DIRECTORS 4 Section 4.1 Number and Qualification. 4 Section 4.2 Election and Term of Office. 4 Section 4.3 Resignation. 4 Section 4.4 Removal. 4 Section 4.5 Vacancies. 4 Section 4.6 General Powers. 5 Section 4.7 Compensation. 5

Ranger Energy Services, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TORRENT ENERGY HOLDINGS II, LLC (A Delaware Limited Liability Company) (June 14th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated [], 2017, is hereby duly adopted as the amended and restated limited liability company agreement of Torrent Energy Holdings II, LLC, a Delaware limited liability company, by the undersigned.

Ranger Energy Services, Inc. – Third Amended and Restated Limited Liability Company Agreement Of (June 14th, 2017)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated [], 2017, is hereby duly adopted as the amended and restated limited liability company agreement of Torrent Energy Holdings, LLC, a Delaware limited liability company, by the undersigned.

Ranger Energy Services, Inc. – Amended and Restated Limited Liability Company Agreement of Rngr Energy Services, Llc (June 14th, 2017)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of [*], 2017, by and among RNGR Energy Services, LLC, a Delaware limited liability company (the Company), Ranger Energy Services, Inc. (PubCo), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

Ranger Energy Services, Inc. – Third Amended and Restated Limited Liability Company Agreement Of (June 14th, 2017)

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated effective as of [*], 2017, is hereby (i) duly adopted as the Limited Liability Company Agreement of Ranger Energy Holdings, LLC, a Delaware limited liability company (the Company), by Approval of a Supermajority of the Board, and (ii) ratified, confirmed and approved by Members of the Company constituting the Approval of a Majority of the Members and approval of the holders of a majority of each class of Units pursuant to Section 11.2(a) of the Prior Agreement.

Ranger Energy Services, Inc. – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RANGER ENERGY HOLDINGS II, LLC (A Delaware Limited Liability Company) (June 14th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated effective as of [*], 2017, is hereby duly adopted as the Limited Liability Company Agreement of Ranger Energy Holdings II, LLC, a Delaware limited liability company (the Company), by the undersigned.

Oasis Midstream Partners LP – FORM OF BEARTOOTH DEVCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated Effective as of , 2017 (May 30th, 2017)

This Amended and Restated Limited Liability Company Agreement of Beartooth DevCo LLC (the Company), dated effective as of , 2017 (the Effective Date), is entered into by and between OMP Operating LLC, a Delaware limited liability company (OMP Operating), and Oasis Midstream Services LLC, a Delaware limited liability company (OMS). OMP Operating and OMS are each referred to herein as, a Member and collectively, as Members of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

Oasis Midstream Partners LP – Amended and Restated Limited Liability Company Agreement of Omp Gp Llc (May 30th, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of OMP GP LLC (the Company), dated as of May 22, 2017 (the Effective Date) is entered into by the Members of the Company.

Oasis Midstream Partners LP – FORM OF BOBCAT DEVCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated Effective as of , 2017 (May 30th, 2017)

This Amended and Restated Limited Liability Company Agreement of Bobcat DevCo LLC (the Company), dated effective as of , 2017 (the Effective Date), is entered into by and between OMP Operating LLC, a Delaware limited liability company (OMP Operating), and Oasis Midstream Services LLC, a Delaware limited liability company (OMS). OMP Operating and OMS are each referred to herein as, a Member and collectively, as Members of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows: