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” Affiliate” implies, with respect to any Individual, any Person directly or indirectly managing, controlled by, or under direct or indirect typical control with such Person. A Person shall be deemed to manage an entity if such Person has, directly or indirectly, the power to direct or trigger the instructions of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
” Approval of the Members” suggests the affirmative approval, authorization, vote, consent or ratification of all Members. “Capital Contribution” implies, with respect to any Member, the amount of capital contributed by such Member to the Company in accordance with Post 4 hereof. “Capital” implies all money revenues and receipts of the Company (aside from Capital Contributions), including, without restriction, all cash proceeds from the sale of assets of the Business, after deducting money earnings or invoices utilized to pay operating costs, to pay principal, interest or other payments in connection with any debts or commitments of the Company (including debts or obligations to the Members), to pay capital expenditures, to make loans, or to establish reserves considered required or desirable by the Managing Member( s).
” Business” will mean BASALT AMERICA TERRITORY 1, LLC, a Florida minimal liability company. “Florida General Corporation Law” implies the General Corporation Law of the State of Florida (8 Del. C. 1-101, et seq.), as changed from time to time. “Losses” suggests any loss of the Business for federal income tax purposes as of the close of the of the Company.
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Celentano and Edward A. Cespedes, or such other Member as may be designated as the Managing Member( s) from time to time with A-1 the Approval of the Members. The “Managing Member( s)” of the Business shall be the “Supervisor” of the Company within the meaning of Section 18-101( 10) of the Act.
” Members” suggests the Persons who are original celebrations to the Contract, in their capability as a “member” of the Company within the meaning of the Act, and all other Individuals confessed to the Company as Additional Members or Replace Members pursuant to the Agreement, so long as they remain Members.
” Percentage Interest” means with respect to any Member since any date of decision, the percentage that the Units held by such Member bears to all impressive Systems, and represents such Member’s share of the Revenues and Losses of the Company and the Member’s right to receive circulations of the Business’s possessions. The combined Portion Interest of all Members will at all times equal one hundred percent( 100 %). “Individual “implies any specific, corporation, partnership, joint venture, restricted liability business, restricted liability collaboration, association, joint-stock business, trust, unincorporated organization or other organization, whether or not a legal entity, and any governmental authority. “Earnings” implies the earnings of the Business for federal earnings tax functions and earnings, if any, of the Company exempt for federal income tax purposes (consisting of, without limitation, each item of Company earnings, gain, loss or deduction), all as identified since the close of the financial year of the Company.
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All references herein to specific sections of the Laws will be considered to refer also to any matching arrangements of succeeding Regulations. “Replace Member” implies an Individual who is not then a Member and who receives Units by method of Transfer from a Member and is admitted as a Member in accordance with the provisions hereof.
” Transfer” implies, with respect to any System, the sale, task, conveyance, transfer, gift, bequest, create, levy, execution, promise, encumbrance, hypothecation or other personality by an individual or entity of all or any part of his or its Units in any manner whatsoever, whether voluntarily or involuntarily. “Systems” means the variety of systems in the Business held by each Member as stated opposite such Member’s name on Schedule I attached hereto, as such Arrange will be changed from time to time in accordance with the provisions hereof.
Guidelines of Building. Words utilized herein, regardless of the number and gender used, will be considered and construed to consist of any other number, particular or plural, and any other gender, masculine, feminine or sterilize, as the context needs, and, as used herein, unless the context plainly requires otherwise, the words “hereof,” “herein,” and “hereunder” and words of similar import shall refer to the Contract as an entire and not to any specific provisions hereof.
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Florida LLC Forms Foreign LLC Types File online with a credit card. OR Total the fillable PDF type utilizing your computer. Print and sign it. Mail it to the Department of Corporations with the required payment. OR Print the PDF kind. Total it using blue or black ink. Sign it.
Make all checks payable to the Florida Department of State. Check and cash orders need to be payable in U.S. currency drawn from a U.S. bank. Charge card accepted for filing online are Master Card, Visa, Discover and American Express. Prepaid Sunbiz E-File Account . Submit online: Processed in the order received.
Produce a complimentary account with our Company Center to access operating arrangement design templates and lots of other helpful guides and resources for your service. DIRECTIONS: Create your company center account. After visiting, scroll down to “TOOLS” and choose “Free Legal Forms”. Bear in mind that these operating contracts are implied for recommendation and needs to be evaluated by a legal representative.