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Document Preview Limited Liability Company Agreement |
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Title: |
Limited Liability Company Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 4KB of 17KB total |
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Price: |
$36 |
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ID: |
#2118878 |
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LIMITED LIABILITY COMPANY AGREEMENT
OF
WATERSIDE-MARISSA DEVELOPMENT, L.L.C.
THIS LIMITED LIABILITY WATERSIDE-MARISSA DEVELOPMENT, L.L.C., (the
"LLC"), is dated as of January 7, 2004 and made by Peabody-Waterside
Development, LLC, a Delaware limited liability company (the "Member").
WITNESSETH:
WHEREAS, the LLC is a limited liability company formed under the
Delaware Limited Liability Company Act (the "Delaware LLC Act") pursuant to a
Certificate of Formation filed with the Delaware Secretary of State on January
7, 2004; and
WHEREAS, the Members of the LLC form a Joint-Venture Management
Committee (the "LLC").
NOW, THEREFORE, the Management Committee hereby declares as follows:
1. LLC FORMATION, NAME, PLACE OF BUSINESS
1.1 FORMATION OF LLC; CERTIFICATE OF FORMATION
The Management Committee of the LLC hereby acknowledges the
formation of the LLC as a limited liability company pursuant to the Delaware LLC
Act by virtue of the filing of a Certificate of Formation with the Delaware
Secretary of State on January 7, 2004.
1.2 NAME OF LLC
The name of the LLC as of the date of this Agreement is and shall
continue to be "Waterside-Marissa Development, L.L.C.". The business of the LLC
may be conducted under any other name that is permitted by the Delaware LLC Act
and selected by the Members of the Management Committee ("Committee"). The
Committee designated pursuant to the terms of this Agreement promptly shall
execute, file, and record any assumed or fictitious name certificates required
by the laws of the State of Delaware or any state in which the LLC conducts
business and shall take such other action as such Committee determines is
required by or advisable under the laws of the State of
{PAGE}
Delaware, or any other state in which the LLC conducts business, to use the name
or names under which the LLC conducts business.
1.3 PLACE OF BUSINESS
The LLC's principal place of business shall be St. Louis, Missouri.
The Committee may establish and maintain such other offices and additional
places of business of the LLC, either within or without the State of Delaware,
or close any office or place of business of the LLC, as he or she deems
appropriate.
1.4 REGISTERED AGENT
The street address of the initial registered office of the LLC
shall be:
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
and the LLC's registered agent at such address shall be Corporation Service
Company. The Manager may from time to time appoint a new resident agent for the
LLC.
2. PURPOSES AND POWERS OF LLC
2.1 PURPOSES
The purposes of the LLC shall be (i) to invest in, develop and/or
operate other related concerns and transactions (ii) to undertake any lawful
transactions and engage in any lawful activity incidental to or in furtherance
of the foregoing purposes or otherwise related to the energy business; and (iv)
as agreed by the Member, to engage in any other lawful business, purpose or
activity permitted by the Delaware LLC Act.
2.2 POWERS
The LLC shall have all the powers and privileges as are necessary
or convenient to the conduct, promotion, or attainment of the business, purposes
or activities of the LLC.
2
{PAGE}
3. TERM OF LLC
The LLC commenced on the date upon which the Certificate of
Formation was duly filed with the Delaware Secretary of State and shall continue
until the dissolution of the LLC as provided by the Delaware LLC Act.
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