Llc Operating Agreement (Sample) (Page 14 of 32) in pdf

which would cause the sale or other disposition of any Interest. The Member acknowledges that the

Interest acquired is subject to certain restrictions on Transfer described herein and, accordingly, is not an

entirely liquid investment. The Member also represents and warrants that the Member has made an

independent investigation with respect to the acquisition of such Interest and has reviewed the purchase

with advisors, to the extent that it deemed such assistance advisable;

The Member is not engaged in, nor otherwise holds an interest in, directly or indirectly, an enterprise

competitive with the Company’s business; and

The Member understands that the Manager and the Company are represented in matters concerning

the Company and this offering by common legal counsel. Accordingly, Members should not consider the

common counsel of the Manager and the Company to be their independent counsel and should consult

with their own legal counsel on all matters concerning the Company or an investment therein. The

common legal counsel and other experts performing services for the Manager may also perform services

for affiliates of the Manager.

Section 6.5 Covenants Concerning Confidentiality.

Each of the Members recognizes that its

relationship with the Company may provide the Member with specialized knowledge, which, if used in

competition with the Company, could cause serious harm to the Company. Each of the Members

acknowledges that the knowledge and information acquired by the Member concerning the Company’s

technology, ideas, strategies, services, finances, systems, forms, business methods and procedures, costs,

prices, credit practices, existing and prospective contracts, personnel records, methods used and preferred

by the Company’s business and affiliates and all such other relevant business knowledge and

information, whether written or otherwise, constitute a vital part of the Company’s business and is

confidential business information some of which may be trade secrets (hereinafter sometimes collectively

referred to as the “Confidential Materials”) except to the extent such information may be otherwise

lawfully and readily available to the general public, and that such information may be acquired through

its involvement and participation in the Company.

As a material inducement to the Company and the Manager to admit each of the Members to the

Company, each of the Members covenants as follows:

The Member shall not at any time, without the written consent of the Company, directly or indirectly,

use, divulge, furnish, make available or disclose for any purpose whatsoever, any aspect concerning the

Confidential Materials, which has been made available to the Member as a result of its association with

the Company.

Upon the termination of the Member’s affiliation with the Company, the Member will return all

Confidential Materials, whether prepared by the Company or by the Members, that constitute records of

the Company or that contain any information relating to the Company’s business. Such records shall

include, by way of illustration and not in limitation of such category of items, all financial statements,

records, reports, books, lists, files, letters, memoranda, disks and other materials, and any information or

data fixed in any tangible medium of expression from which can be perceived, reproduced, or otherwise

communicated any information or data relating to the Company’s business.

Section 7: Transfer of Interests

Section 7.1 General Restrictions. Except as specifically provided in this Agreement, no Interest Holder

at any time shall, voluntarily or involuntarily, transfer any of its Interest to any Person. In addition to the

restrictions on the Transfer of specific classes of Interests set forth in this Section 7, no Interest Holder

shall Transfer all or any portion of the Holder’s Interest, or any rights with respect to such Interest, unless

the following conditions are satisfied:

The Manager approves the transfer;

The Transfer will not require registration of the Interest under any Federal or State securities laws;

The transferee delivers to the Company a written instrument agreeing to be bound by the terms of this

Agreement;

The Transfer will not result in the termination of the Company pursuant to Code Section 708;

Llc Operating Agreement (Sample) Page 14

Related Articles

Related forms

Related Categories