Limited Liability Company Agreement Template Page 8
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19become due or declare or effect a moratorium on the Company debt or take any action in
furtherance of any such action; or
(5)
amend, modify or alter all or any portion of this Section 2.07.
Notwithstanding the foregoing and so long as any obligation secured by the Security Instrument
remains outstanding and not discharged in full, the Company shall have no authority to take any
action in items (1) through (3) and (5) without the written consent of the holder of the Security
Instrument.
(c)
Title to Company Property.
All property owned by the Company shall be owned by the Company as an entity and,
insofar as permitted by applicable law, no member shall have any ownership interest in any
Company property in its individual name or right, and each member’s interest in the Company
shall be personal property for all purposes.
(d)
Separateness/Operations Matters. The Company has not and shall not:
(1)
engage in any business or activity other than the acquisition,
development, ownership, operation, leasing and managing and maintenance of the Property, and
entering into the Loan and activities incidental thereto;
(2)
acquire or own any material assets other than (i) the Property, and
(ii) such incidental Personal Property (as defined in the Security Instrument) as may be necessary
for the operation of the Property;
(3)
merge into or consolidate with any person or entity or, to the fullest
extent permitted by law, dissolve, terminate or liquidate in whole or in part, transfer or otherwise
dispose of all or substantially all of its assets or change its legal structure, without in each case the
consent of Lender;
(4)
fail to observe its organizational formalities or preserve its existence
as an entity duly organized, validly existing and in good standing (if applicable) under the laws of
the jurisdiction of its organization or formation, and qualification to do business in the State where
the Property is located, if applicable, or (ii) without the prior written consent of Lender, amend,
modify, terminate or fail to comply with the provisions of the Company's Certificate of Formation,
this Agreement or similar organizational documents, as the case may be;
(5)
own any subsidiary or make any investment in, any person or entity
without the consent of Lender;
(6)
commingle its assets with the assets of any of its members, affiliates,
principals or of any other person or entity, participate in a cash management system with any other
entity or person, fail to use its own separate stationery, telephone number, invoices and checks, or
permit the use of its stationary, telephone number, invoices and checks other than for the
Company's own business;
5
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business