Company Minimum Gain Uses in Definitions Clause

Definitions from Restated Limited Liability Company Agreement

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).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

Definitions from Restated Limited Liability Company Agreement

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).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

Definitions from Restated Limited Liability Company Agreement

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Desert Newco, LLC, a Delaware limited liability company (the Company), dated as of March 31, 2015, is entered into by and among the Company, GoDaddy Inc. (Pubco), The Go Daddy Group, Inc., an Arizona corporation (together with its Permitted Transferees who hold Units at the time in question, Holdings), GD Subsidiary Inc., a Delaware corporation (Pubco Sub), KKR 2006 Fund (GDG) L.P., a Delaware limited partnership (KKR 2006), KKR Partners III, L.P., a Delaware limited partnership (KKR Partners III), OPERF Co-Investment LLC, a Delaware limited liability corporation (OPERF and, together with KKR 2006, KKR Partners III and their respective Permitted Transferees who hold Units at the time in question, KKR), SLP GD Investors, L.L.C., a Delaware limited liability company (SLP GD and, together with its Permitted Transferees who hold Units at the time in question, Silver Lake and, together with KKR, the Sponsors), TCV VII, L

Definitions. The capitalized terms that are used in this Agreement shall, unless the context otherwise requires, have the meanings specified in this ARTICLE I. Adjusted Capital Account Balance means, with respect to each Member, the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Affiliate means, when used with reference to any Person, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person and, in respect of any Equity Investor or the Employee Holdco, any investment fund, vehicle or holding company of which such Equity Investor or Employee Holdco or any Affiliate of such Equity Investor or the Employee Holdco serves as the general partner, managing member or discretionary manager or advisor; provided that, other than with respect to the definition of Covered Person, limited partners, non-managing members or other similar direct or indirect investors in a Member (in their capacities as such) shall not be deemed to be Affiliates of such Member; provided, further, that none of the Company nor any of its Subsidiaries shall be deemed to be an Affiliate of any of the Members other than Pubco and any Subsidiary of Pubco. Agreement means this Third Amended and Restated Limited Liability Company Agreement, including all schedules and exhibits hereto, as such agreement may be amended, restated, supplemented and/or otherwise modified from time to time. Assumed Tax Rate means the sum of (i) the maximum marginal federal income tax rate applicable to an individual (including, solely in the case of The Go Daddy Group Inc. or any assignee thereof, any taxes imposed under Section 1411 of the Code to the extent applicable to the income allocable to an owner of The Go Daddy Group Inc. as of February 9, 2015, whether such owner continues to hold through The Go Daddy Group Inc. or holds directly or through an assignee thereof) and (ii) 7%. Business Day means a day other than a Saturday, Sunday or other day on which banks located in Phoenix, Arizona or New York City, New York are authorized or required by Law to close. Certificate of Formation means the Certificate of Formation of the Company filed in the Office of the Secretary of State of Delaware, as amended from time to time in accordance with the terms hereof and the Act. Class A Common Stock means Class A common stock, $0.001 par value per share, of Pubco. Class B Common Stock means Class B common stock, $0.001 par value per share, of Pubco. Code means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations promulgated thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of the Code, as the same may be adopted. Common Stock means all classes of Pubcos common stock, including the Class A Common Stock and Class B Common Stock. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Year shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). Covered Person means (a) the Managing Member, each Member or the Tax Matters Partner, in each case in his, her or its capacity as such, and each such Persons successors, heirs, estates or legal representative, (b) any Affiliate, in his, her or its capacity as such, of the Managing Member, each Member or the Tax Matters Partner in his, her or its capacity as such and (c) any Affiliate, officer, director, shareholder, partner, member, employee representative or agent of any of the foregoing, in each case in clauses (a) or (b) whether or not such Person continues to have the applicable status referred to in such clauses. Employee Holdco LLC Agreement means the limited liability company agreement of Employee Holdco, as it may be amended or restated from time to time, including all exhibits thereto. Equity Securities means, with respect to any Person, any (i) membership interests or shares of capital stock, (ii) equity, ownership, voting, profit or participation interests or

Definitions from Restated Limited Liability Company Agreement

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Desert Newco, LLC, a Delaware limited liability company (the Company), dated as of [ ], 2015, is entered into by and among the Company, GoDaddy Inc. (Pubco), The Go Daddy Group, Inc., an Arizona corporation (together with its Permitted Transferees who hold Units at the time in question, Holdings), GD Subsidiary Inc., a Delaware corporation (Pubco Sub), KKR 2006 Fund (GDG) L.P., a Delaware limited partnership (KKR 2006), KKR Partners III, L.P., a Delaware limited partnership (KKR Partners III), OPERF Co-Investment LLC, a Delaware limited liability corporation (OPERF and, together with KKR 2006, KKR Partners III and their respective Permitted Transferees who hold Units at the time in question, KKR), SLP GD Investors, L.L.C., a Delaware limited liability company (SLP GD) and Silver Lake Technology Associates III, L.P., a Delaware limited liability company (SLTA and, together with SLP GD and their respective

Definitions. The capitalized terms that are used in this Agreement shall, unless the context otherwise requires, have the meanings specified in this ARTICLE I. Adjusted Capital Account Balance means, with respect to each Member, the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Affiliate means, when used with reference to any Person, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person and, in respect of any Equity Investor or the Employee Holdco, any investment fund, vehicle or holding company of which such Equity Investor or Employee Holdco or any Affiliate of such Equity Investor or the Employee Holdco serves as the general partner, managing member or discretionary manager or advisor; provided that, other than with respect to the definition of Covered Person, limited partners, non-managing members or other similar direct or indirect investors in a Member (in their capacities as such) shall not be deemed to be Affiliates of such Member; provided, further, that none of the Company nor any of its Subsidiaries shall be deemed to be an Affiliate of any of the Members other than Pubco and any Subsidiary of Pubco. Agreement means this Second Amended and Restated Limited Liability Company Agreement, including all exhibits hereto, as such agreement may be amended, restated, supplemented and/or otherwise modified from time to time. Assumed Tax Rate means the sum of (i) the maximum marginal federal income tax rate applicable to an individual (including, solely in the case of The Go Daddy Group Inc. or any assignee thereof, any taxes imposed under Section 1411 of the Code to the extent applicable to the income allocable to an owner of The Go Daddy Group Inc. as of February 9, 2015, whether such owner continues to hold through The Go Daddy Group Inc. or holds directly or through an assignee thereof) and (ii) 7%. Business Day means a day other than a Saturday, Sunday or other day on which banks located in Phoenix, Arizona or New York City, New York are authorized or required by Law to close. Certificate of Formation means the Certificate of Formation of the Company filed in the Office of the Secretary of State of Delaware, as amended from time to time in accordance with the terms hereof and the Act. Class A Common Stock means Class A common stock, $0.001 par value per share, of Pubco. Class B Common Stock means Class B common stock, $0.001 par value per share, of Pubco. Code means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations promulgated thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of the Code, as the same may be adopted. Common Stock means all classes of Pubcos common stock, including the Class A Common Stock and Class B Common Stock. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Year shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). Covered Person means (a) the Managing Member, each Member or the Tax Matters Partner, in each case in his, her or its capacity as such, and each such Persons successors, heirs, estates or legal representative, (b) any Affiliate, in his, her or its capacity as such, of the Managing Member, each Member or the Tax Matters Partner in his, her or its capacity as such and (c) any Affiliate, officer, director, shareholder, partner, member, employee representative or agent of any of the foregoing, in each case in clauses (a) or (b) whether or not such Person continues to have the applicable status referred to in such clauses. Employee Holdco LLC Agreement means the limited liability company agreement of Employee Holdco, as it may be amended or restated from time to time, including all exhibits thereto. Equity Securities means, with respect to any Person, any (i) membership interests or shares of capital stock, (ii) equity, ownership, voting, profit or participation interests or (iii) simila

Definitions from Restated Limited Liability Company Agreement

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Desert Newco, LLC, a Delaware limited liability company (the Company), dated as of [ ], 2015, is entered into by and among the Company, GoDaddy Inc. (Pubco), The Go Daddy Group, Inc., an Arizona corporation (together with its Permitted Transferees who hold Units at the time in question, Holdings), GD Subsidiary Inc., a Delaware corporation (Pubco Sub), KKR 2006 Fund (GDG) L.P., a Delaware limited partnership (KKR 2006), KKR Partners III, L.P., a Delaware limited partnership (KKR Partners III), OPERF Co-Investment LLC, a Delaware limited liability corporation (OPERF and, together with KKR 2006, KKR Partners III and their respective Permitted Transferees who hold Units at the time in question, KKR), SLP GD Investors, L.L.C., a Delaware limited liability company (SLP GD) and Silver Lake Technology Associates III, L.P., a Delaware limited liability company (SLTA and, together with SLP GD and their respective

Definitions. The capitalized terms that are used in this Agreement shall, unless the context otherwise requires, have the meanings specified in this ARTICLE I. Adjusted Capital Account Balance means, with respect to each Member, the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Affiliate means, when used with reference to any Person, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person and, in respect of any Equity Investor or the Employee Holdco, any investment fund, vehicle or holding company of which such Equity Investor or Employee Holdco or any Affiliate of such Equity Investor or the Employee Holdco serves as the general partner, managing member or discretionary manager or advisor; provided that, other than with respect to the definition of Covered Person, limited partners, non-managing members or other similar direct or indirect investors in a Member (in their capacities as such) shall not be deemed to be Affiliates of such Member; provided, further, that none of the Company nor any of its Subsidiaries shall be deemed to be an Affiliate of any of the Members other than Pubco and any Subsidiary of Pubco. Agreement means this Second Amended and Restated Limited Liability Company Agreement, including all exhibits hereto, as such agreement may be amended, restated, supplemented and/or otherwise modified from time to time. Assumed Tax Rate means the sum of (i) the maximum marginal federal income tax rate applicable to an individual (including, solely in the case of The Go Daddy Group Inc. or any assignee thereof, any taxes imposed under Section 1411 of the Code to the extent applicable to the income allocable to an owner of The Go Daddy Group Inc. as of February 9, 2015, whether such owner continues to hold through The Go Daddy Group Inc. or holds directly or through an assignee thereof) and (ii) 7%. Business Day means a day other than a Saturday, Sunday or other day on which banks located in Phoenix, Arizona or New York City, New York are authorized or required by Law to close. Certificate of Formation means the Certificate of Formation of the Company filed in the Office of the Secretary of State of Delaware, as amended from time to time in accordance with the terms hereof and the Act. Class A Common Stock means Class A common stock, $0.001 par value per share, of Pubco. Class B Common Stock means Class B common stock, $0.001 par value per share, of Pubco. Code means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations promulgated thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of the Code, as the same may be adopted. Common Stock means all classes of Pubcos common stock, including the Class A Common Stock and Class B Common Stock. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Year shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). Covered Person means (a) the Managing Member, each Member or the Tax Matters Partner, in each case in his, her or its capacity as such, and each such Persons successors, heirs, estates or legal representative, (b) any Affiliate, in his, her or its capacity as such, of the Managing Member, each Member or the Tax Matters Partner in his, her or its capacity as such and (c) any Affiliate, officer, director, shareholder, partner, member, employee representative or agent of any of the foregoing, in each case in clauses (a) or (b) whether or not such Person continues to have the applicable status referred to in such clauses. Employee Holdco LLC Agreement means the limited liability company agreement of Employee Holdco, as it may be amended or restated from time to time, including all exhibits thereto. Equity Securities means, with respect to any Person, any (i) membership interests or shares of capital stock, (ii) equity, ownership, voting, profit or participation interests or (iii) simila

Definitions from Amended and Restated

THIS THIRD AMENDED AND RESTATED COMPANY AGREEMENT (herein called this Agreement) is made and entered into on January 29, 2015 to be effective as of the Effective Date (as hereinafter defined), by and between Sharyland Utilities, L.P., a Texas limited partnership (Sharyland Utilities or the Sharyland Member), and Transmission and Distribution Company, L.L.C., a Texas limited liability company (formerly known as Texas T&D Company, L.L.C., the TDC Member).

Definitions. When used in this Agreement, the following terms will have the meanings respectively indicated: 704(c) Value of any Contributed Property shall mean the fair market value of such property at the time of contribution as determined by the Sharyland Member using such reasonable method of valuation as it may adopt; provided, however, subject to Article IV, the Sharyland Member shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Value of Contributed Properties in a single or integrated transaction among each separate property on a basis proportional to its fair market values. Accountants shall mean such firm of nationally-recognized independent certified public accountants as may be Approved by the Members. Act shall mean the Texas Limited Liability Company Law as set forth in the Texas Business Organizations Code, as the same may be amended from time to time. Adjusted Capital Account shall mean the Capital Account maintained for each Member as of the end of each Fiscal Year (i) increased by any amounts which such Member is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(l) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-l(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Adjusted Capital Account Deficit shall mean, with respect to any Member, the deficit balance, if any, in such Members Adjusted Capital Account as of the end of the relevant Fiscal Year. Adjusted Property shall mean any property the Carrying Value of which has been adjusted pursuant to Section 3.4. Affiliate shall mean (a) any Person directly or indirectly Controlling, Controlled by or under common Control with the Person in question, and (b) any officer, director, member, or partner of the Person in question or of any Person described in subsection (a) or (b) of this paragraph. Agreed Value shall mean (i) in the case of any Contributed Property, the 704(c) Value of such property as of the time of its contribution to the Company, reduced by any liabilities either assumed by the Company upon such contribution or to which such property is subject when contributed, as the same is reflected in the books and records of the Company; and (ii) in the case of any property distributed to a Member by the Company, the Companys Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Member upon such distribution or to which such property is subject at the time of distribution as determined under Section 752 of the Code and the regulations thereunder. Agreement shall have the meaning assigned to such term in the preamble of this Agreement. Annual Business Plan shall have the meaning assigned to such term in Section 8.1(a). Applicable Laws shall mean all laws, ordinances, statutes, orders and regulations of any federal, state, or local government, regulatory or administrative authority, any agency or commission thereof, or any court or tribunal, including without limitation all requirements of any Regulatory Authority, applicable to the Company, its subsidiaries or their properties. Approval of, Approved by, Approved and derivations thereof, when used in reference to a Member, shall mean the written consent or approval of the matter in question by an authorized officer or partner of the Member. Approved Annual Business Plan shall mean an Annual Business Plan that has been submitted by the Sharyland Member and Approved by the TDC Member in accordance with Section 8.1. Approved by the Members shall mean that the matter in question has been Approved by all of the Members pursuant to a request by one of the Members, submitted in accordance with Section 5.2(a) or such other provision of this Agreement as may be applicable. Available Cash shall mean all Company cash funds on hand from time to time (including but not limited to cash derived from operations), but excluding: (i) cash funds obtained as contributions to the capital of the Company by the Members that are being held temporarily pending investment in Footprint Projects that have been Approved by the Members; (ii) cash funds obtained from loans to the Company unless such cash funds are the result, in whole or in part, of a decision by the Company, with the Approval of the TDC Member, to use excess financing proceeds as Available Cash; (iii) cash funds which use is restricted by third parties and (iv) Net Proceeds of any Capital Transaction; after, without duplication of any amounts, (a) payment of all expenses of operations payable as of the date in question, (b) provision for the Wo

Definitions from Amended and Restated

THIS THIRD AMENDED AND RESTATED COMPANY AGREEMENT (herein called this Agreement) is made and entered into on , 2015 to be effective as of the Effective Date (as hereinafter defined), by and between Sharyland Utilities, L.P., a Texas limited partnership (Sharyland Utilities or the Sharyland Member), and Transmission and Distribution Company, L.L.C., a Texas limited liability company (formerly known as Texas T&D Company, L.L.C., the TDC Member).

Definitions. When used in this Agreement, the following terms will have the meanings respectively indicated: 704(c) Value of any Contributed Property shall mean the fair market value of such property at the time of contribution as determined by the Sharyland Member using such reasonable method of valuation as it may adopt; provided, however, subject to Article IV, the Sharyland Member shall, in its sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Value of Contributed Properties in a single or integrated transaction among each separate property on a basis proportional to its fair market values. Accountants shall mean such firm of nationally-recognized independent certified public accountants as may be Approved by the Members. Act shall mean the Texas Limited Liability Company Law as set forth in the Texas Business Organizations Code, as the same may be amended from time to time. Adjusted Capital Account shall mean the Capital Account maintained for each Member as of the end of each Fiscal Year (i) increased by any amounts which such Member is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(l) and 1.704-2(i)(5) and (ii) decreased by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-l(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Adjusted Capital Account Deficit shall mean, with respect to any Member, the deficit balance, if any, in such Members Adjusted Capital Account as of the end of the relevant Fiscal Year. Adjusted Property shall mean any property the Carrying Value of which has been adjusted pursuant to Section 3.4. Affiliate shall mean (a) any Person directly or indirectly Controlling, Controlled by or under common Control with the Person in question, and (b) any officer, director, member, or partner of the Person in question or of any Person described in subsection (a) or (b) of this paragraph. Agreed Value shall mean (i) in the case of any Contributed Property, the 704(c) Value of such property as of the time of its contribution to the Company, reduced by any liabilities either assumed by the Company upon such contribution or to which such property is subject when contributed, as the same is reflected in the books and records of the Company; and (ii) in the case of any property distributed to a Member by the Company, the Companys Carrying Value of such property at the time such property is distributed, reduced by any indebtedness either assumed by such Member upon such distribution or to which such property is subject at the time of distribution as determined under Section 752 of the Code and the regulations thereunder. Agreement shall have the meaning assigned to such term in the preamble of this Agreement. Annual Business Plan shall have the meaning assigned to such term in Section 8.1(a). Applicable Laws shall mean all laws, ordinances, statutes, orders and regulations of any federal, state, or local government, regulatory or administrative authority, any agency or commission thereof, or any court or tribunal, including without limitation all requirements of any Regulatory Authority, applicable to the Company, its subsidiaries or their properties. Approval of, Approved by, Approved and derivations thereof, when used in reference to a Member, shall mean the written consent or approval of the matter in question by an authorized officer or partner of the Member. Approved Annual Business Plan shall mean an Annual Business Plan that has been submitted by the Sharyland Member and Approved by the TDC Member in accordance with Section 8.1. Approved by the Members shall mean that the matter in question has been Approved by all of the Members pursuant to a request by one of the Members, submitted in accordance with Section 5.2(a) or such other provision of this Agreement as may be applicable. Available Cash shall mean all Company cash funds on hand from time to time (including but not limited to cash derived from operations), but excluding: (i) cash funds obtained as contributions to the capital of the Company by the Members that are being held temporarily pending investment in Footprint Projects that have been Approved by the Members; (ii) cash funds obtained from loans to the Company unless such cash funds are the result, in whole or in part, of a decision by the Company, with the Approval of the TDC Member, to use excess financing proceeds as Available Cash; (iii) cash funds which use is restricted by third parties and (iv) Net Proceeds of any Capital Transaction; after, without duplication of any amounts, (a) payment of all expenses of operations payable as of the date in question, (b) provision for the Wo

Definitions from Limited Liability Company Agreement

THIS LIMITED LIABILITY COMPANY AGREEMENT (Agreement) is made and entered into effective as of the 10th day of May 2007, by and between BEHRINGER HARVARD CORDILLERA INVESTOR, LLC, a Delaware limited liability company (BH Investor), and CORDILLERA PARTNERS, LLC, a Delaware limited liability company (CP Investor). The BH Investor and the CP Investor, together with any such additional parties as and when admitted to the Company (as defined below) as members shall be individually a Member and, collectively, the Members.

Definitions. As used in this Agreement, unless the context clearly requires otherwise, the following words and phrases shall have the following meanings: Additional Capital Contributions means all amounts contributed (or deemed to be contributed) to the Company as additional Capital Contributions by the Members under Section 3.3. Additional Scheduled Capital Contributions means all amounts contributed to the Company as additional Scheduled Capital Contributions by the Members under Section 3.2. Adjustment Date means the close of business on the last day of any fiscal year of the Company and any other date as of which Profits and Losses are allocable under this Agreement. Affiliate means, with respect to any Person (a) any other Person, directly or indirectly controlling, controlled by or under common control with such Person; (b) any Person owning or controlling ten percent (10%) or more of the outstanding voting securities of such specified Person; (c) any officer, director, partner, member or trustee of such specified Person; and (d) if any Person who is an Affiliate is an officer, director, partner, member or trustee of another Person, such other Person. The term control shall mean the ability, directly or indirectly, to control the management of an entity. Agreement means this Limited Liability Company Agreement. Approval by Company Vote means approval by a Majority in Interest of the Members pursuant to a Company Vote. Any determination made by Approval by Company Vote shall be binding on all Members without further consent and approval. Asset Management Fee has the meaning set forth in Section 4.9(c). Assets means all of the assets of the Company (including, without limitation, the Property). Business Plan means any business plan prepared by the CP Investor and approved by the BH Investor and setting forth the estimated business activities of the Company for the then current or immediately succeeding calendar year and for each month and each calendar quarter of such calendar year, in such detail as determined by the Members. Capital Account means, with respect to each Member, the account established and maintained on the books and records of the Company for each Member pursuant to Section 3.5 below, adjusted as provided for therein. Capital Contribution means the amount of money and the Gross Asset Value of other property or consideration contributed to the capital of the Company (net of liabilities securing such property that the Company has assumed or taken subject to, under Section 752 of the Code) by a Member. Capital Contribution Balance means, for the Members, the cumulative Capital Contributions of that Member less the cumulative distributions to that Member in return thereof pursuant to Sections 6.1. Capital Transaction means any transaction pursuant to which (i) the Company sells all or substantially all of the Property; or (ii) the Company obtains permanent mortgage financing with a term of five (5) years or more secured by all or substantially all of the Property. It is expressly agreed that any mezzanine loan financing, any revolving credit loan, line of credit loan, or similar lending arrangement made by the Company shall not be considered a Capital Transaction. Cash Needs has the meaning set forth in Section 3.3(a). Certificate means the Certificate of Formation of the Company. Code means the Internal Revenue Code of 1986 as it may be amended or revised from time to time, or any provision of succeeding law. Company means Behringer Harvard Cordillera, LLC, a Delaware limited liability company. Company Minimum Gain has the meaning set forth in Section 1.704-2(d) of the Regulations. Subject to the foregoing, Company Minimum Gain shall equal the amount of gain, if any, which would be recognized by the Company with respect to each nonrecourse liability of the Company (or Property owner) if the Company were to Transfer the Company property (or the Property owner were to Transfer the Property owner property) which is subject to such nonrecourse liability in full satisfaction thereof. Company Percentage means initially (a) eighty-five percent (85%) as to BH Investor, and (b) fifteen percent (15%) as to CP Investor, subject to adjustment in accordance with the terms of this Agreement. Company Vote shall mean a vote of the Members. A Company Vote may be conducted at a meeting of the Members, which meeting may take place by means of telephone conference, video conference or similar communications equipment by means of which all Persons participating therein can hear each other. Alternatively, a Company Vote may be conducted by notice sent by one of the Members, which notice shall set forth the matter with respect to which the Company Vote is to be made. If a written consent or consents setting forth the matter to be determined is signed by a Majority in Interest of the Members, Approval by Company Vote shall be deemed to have been obtained with respect to such matter. Depreciation means, with regard to any Comp

Definitions from Limited Liability Company Agreement

THIS LIMITED LIABILITY COMPANY AGREEMENT (Agreement) is made and entered into effective as of the 10th day of May 2007, by and between BEHRINGER HARVARD CORDILLERA RESIDENCES, INC., a Delaware corporation (BH Investor), and CORDILLERA PARTNERS, LLC, a Delaware limited liability company (CP Investor). The BH Investor and the CP Investor, together with any such additional parties as and when admitted to the Company (as defined below) as members shall be individually a Member and, collectively, the Members.

Definitions. As used in this Agreement, unless the context clearly requires otherwise, the following words and phrases shall have the following meanings: Additional Capital Contributions means all amounts contributed (or deemed to be contributed) to the Company as additional Capital Contributions by the Members under Section 3.3. Additional Scheduled Capital Contributions means all amounts contributed to the Company as additional Scheduled Capital Contributions by the Members under Section 3.2. Adjustment Date means the close of business on the last day of any fiscal year of the Company and any other date as of which Profits and Losses are allocable under this Agreement. Affiliate means, with respect to any Person (a) any other Person, directly or indirectly controlling, controlled by or under common control with such Person; (b) any Person owning or controlling ten percent (10%) or more of the outstanding voting securities of such specified Person; (c) any officer, director, partner, member or trustee of such specified Person; and (d) if any Person who is an Affiliate is an officer, director, partner, member or trustee of another Person, such other Person. The term control shall mean the ability, directly or indirectly, to control the management of an entity. Agreement means this Limited Liability Company Agreement. Approval by Company Vote means approval by a Majority in Interest of the Members pursuant to a Company Vote. Any determination made by Approval by Company Vote shall be binding on all Members without further consent and approval. Asset Management Fee has the meaning set forth in Section 4.9(c). Assets means all of the assets of the Company (including, without limitation, the Property). Business Plan means any business plan prepared by the CP Investor and approved by the BH Investor and setting forth the estimated business activities of the Company for the then current or immediately succeeding calendar year and for each month and each calendar quarter of such calendar year, in such detail as determined by the Members. Capital Account means, with respect to each Member, the account established and maintained on the books and records of the Company for each Member pursuant to Section 3.5 below, adjusted as provided for therein. Capital Contribution means the amount of money and the Gross Asset Value of other property or consideration contributed to the capital of the Company (net of liabilities securing such property that the Company has assumed or taken subject to, under Section 752 of the Code) by a Member. Capital Contribution Balance means, for the Members, the cumulative Capital Contributions of that Member less the cumulative distributions to that Member in return thereof pursuant to Sections 6.1. Capital Transaction means any transaction pursuant to which (i) the Company sells all or substantially all of the Property; or (ii) the Company obtains permanent mortgage financing with a term of five (5) years or more secured by all or substantially all of the Property. It is expressly agreed that any mezzanine loan financing, any revolving credit loan, line of credit loan, or similar lending arrangement made by the Company shall not be considered a Capital Transaction. Cash Needs has the meaning set forth in Section 3.3(a). Certificate means the Certificate of Formation of the Company. Code means the Internal Revenue Code of 1986 as it may be amended or revised from time to time, or any provision of succeeding law. Company means Behringer Harvard Residences at Cordillera, LLC, a Delaware limited liability company. Company Minimum Gain has the meaning set forth in Section 1.704-2(d) of the Regulations. Subject to the foregoing, Company Minimum Gain shall equal the amount of gain, if any, which would be recognized by the Company with respect to each nonrecourse liability of the Company (or Property owner) if the Company were to Transfer the Company property (or the Property owner were to Transfer the Property owner property) which is subject to such nonrecourse liability in full satisfaction thereof. Company Percentage means initially (a) eighty-five percent (85%) as to BH Investor, and (b) fifteen percent (15%) as to CP Investor, subject to adjustment in accordance with the terms of this Agreement. Company Vote shall mean a vote of the Members. A Company Vote may be conducted at a meeting of the Members, which meeting may take place by means of telephone conference, video conference or similar communications equipment by means of which all Persons participating therein can hear each other. Alternatively, a Company Vote may be conducted by notice sent by one of the Members, which notice shall set forth the matter with respect to which the Company Vote is to be made. If a written consent or consents setting forth the matter to be determined is signed by a Majority in Interest of the Members, Approval by Company Vote shall be deemed to have been obtained with respect to such matter. Depreciation means, with rega

Definitions from Limited Liability Company Agreement

THIS LIMITED LIABILITY COMPANY AGREEMENT (Agreement) is made and entered into effective as of the 1st day of December 2006, by and between BEHRINGER HARVARD OPPORTUNITY OP I LP, a Texas limited partnership (BH Investor), and KINGSDELL L.P.,a Delaware limited partnership (Smith Investor). The BH Investor and the Smith Investor, together with any such additional parties as and when admitted to the Company (as defined below) as members shall be individually a Member and, collectively, the Members.

Definitions. As used in this Agreement, unless the context clearly requires otherwise, the following words and phrases shall have the following meanings: Additional BH Investor Contributions means all amounts contributed to the Company as additional Capital Contributions by the BH Investor pursuant to Section 3.2. Additional Capital Contributions means all amounts contributed (or deemed to be contributed) to the Company as additional Capital Contributions by the Members under Section 3.4. Additional Scheduled Capital Contributions means all amounts contributed to the Company as additional Scheduled Capital Contributions by the Members under Section 3.3. Adjustment Date means the close of business on the last day of any fiscal year of the Company and any other date as of which Profits and Losses are allocable under this Agreement. Affiliate means, with respect to any Person (a) any other Person, directly or indirectly controlling, controlled by or under common control with such Person; (b) any Person owning or controlling ten percent (10%) or more of the outstanding voting securities of such specified Person; (c) any officer, director, partner, member or trustee of such specified Person; and (d) if any Person who is an Affiliate is an officer, director, partner, member or trustee of another Person, such other Person. The term control shall mean the ability, directly or indirectly, to control the management of an entity. Agreement means this Limited Liability Company Agreement. Apartment Management Agreement means that certain short term Operating Agreement between Company and Manager pursuant to which Manager will manage floors 3-8 of the Tower and the Company will pay a management fee to Manager for the services set forth therein. Approval by Company Vote means approval by a Majority in Interest of the Members pursuant to a Company Vote. Any determination made by Approval by Company Vote shall be binding on all Members without further consent and approval. Asset Management Fee has the meaning set forth in Section 4.7(d). Assets means all of the assets of the Company (including, without limitation, the Property). Capital Account means, with respect to each Member, the account established and maintained on the books and records of the Company for each Member pursuant to Section 3.5 below, adjusted as provided for therein. Capital Contribution means the amount of money and the Gross Asset Value of other property or consideration contributed to the capital of the Company (net of liabilities securing such property that the Company has assumed, or taken subject to, under Section 752 of the Code, including, without limitation, the Mortgage Loan and the Hotel Loan) by a Member. Capital Transaction means any transaction pursuant to which (i) the Company sells all or substantially all of the Property; or (ii) the Company obtains permanent mortgage financing with a term of five (5) years or more secured by all or substantially all of the Property. It is expressly agreed that the Mortgage Loan, any mezzanine loan financing, any revolving credit loan, line of credit loan, or similar lending arrangement made by the Company shall not be considered a Capital Transaction. Cash Needs has the meaning set forth in Section 3.4. Certificate means the Certificate of Formation of the Company. Code means the Internal Revenue Code of 1986 as it may be amended or revised from time to time, or any provision of succeeding law. Company means Chase Park Plaza Hotel, LLC, a Delaware limited liability company. Company Minimum Gain has the meaning set forth in Section 1.704-2(d) of the Regulations. Subject to the foregoing, Company Minimum Gain shall equal the amount of gain, if any, which would be recognized by the Company with respect to each nonrecourse liability of the Company (or Property owner) if the Company were to Transfer the Company property (or the Property owner were to Transfer the Property owner property) which is subject to such nonrecourse liability in full satisfaction thereof. Company Percentage means initially (a) ninety-five percent (95%) as to BH Investor, and (b) five percent (5%) as to Smith Investor, subject to adjustment in accordance with the terms of this Agreement. Company Vote shall mean a vote of the Members. A Company Vote may be conducted at a meeting of the Members, which meeting may take place by means of telephone conference, video conference or similar communications equipment by means of which all Persons participating therein can hear each other. Alternatively, a Company Vote may be conducted by notice sent by one of the Members, which notice shall set forth the matter with respect to which the Company Vote is to be made. If a written consent or consents setting forth the matter to be determined is signed by a Majority in Interest of the Members, Approval by Company Vote shall be deemed to have been obtained with respect to such matter. Condo Company means The Private Residences, LLC, a Delaware limited liability c