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Title: |
Operating Agreement |
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Entities: |
Inland Real Estate Corp.; Inland Western Retail Real Estate Trust Inc.; Piper Rudnick |
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Date: |
2004 |
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Size: |
Preview shows 25KB of 238KB total |
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Price: |
$77 |
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ID: |
#1047004 |
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TABLE OF CONTENTS
PAGE
Offices, Records, Agents and Term of the Company. 3
Principal Office of the Company. 3
Registered Office and Registered Agent3
Initial Capital Contributions. 4
Additional Capital Contributions. 6
Failure to Contribute Capital9
Properties to be Contributed and Acquired; Operation of the Company. 13
Initial Properties to be Contributed. 13
Additional Properties to be Acquired. 14
Inland Option to Acquire Additional Properties. 17
Senior Financing for the Properties. 18
Operation in Accordance with REIT Requirements. 19
Payments Not Treated as Capital Contributions. 22
Accounting and Distributions. 22
Distributions of Cash Flow.. 24
Allocation of Income and Losses. 29
Rights, Duties, Liabilities and Restrictions of the Manager30
Rights and Obligations of the Members. 40
Admission of Additional Members; Assignment Provisions. 43
Additional Members and Membership Interests. 43
Transfers by the Manager Prohibited. 47
Option to Sell Interests or Properties. 47
Option to Buy Interests or Properties. 49
Early Exercise of Sale Procedures. 51
Inland Stock as Consideration. 53
Priority of Purchase Rights. 55
Procedures for Closing of Purchase and Sale Transactions. 55
In-Kind Distribution Election.60
Resignations, Withdrawals, and Priorities. 61
Resignations and Withdrawals. 61
Interest on Capital Contributions. 61
Distribution on Winding Up. 62
Exclusivity Covenant of NYSTRS. 63
Exclusivity Covenant of Inland. 64
Representations and Warranties. 69
Securities Representations. 70
No Third Party Beneficiaries. 74
DEFINED TERMS INDEX
EXHIBITS
[INTENTIONALLY OMITTED]
THE INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE, BUT HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE SEC ACT), AND APPLICABLE STATE SECURITIES LAWS. THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF ANY OF SAID INTERESTS IS RESTRICTED AND MAY NOT BE ACCOMPLISHED EXCEPT IN ACCORDANCE WITH THIS AGREEMENT AND AN APPLICABLE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGER THAT REGISTRATION IS UNNECESSARY OR AN EXEMPTION FROM REGISTRATION UNDER THE SEC ACT AND APPLICABLE STATE SECURITIES LAWS.
OPERATING AGREEMENT
OF
IN RETAIL FUND, L.L.C.
THIS OPERATING AGREEMENT (this Agreement) is made and entered into this 8th day of October, 2004, among the following persons (individually referred to herein as a Member and collectively referred to herein as Members):
INLAND REAL ESTATE CORPORATION, a Maryland corporation (Inland)
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