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Title: |
Operating Agreement |
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Entities: |
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Date: |
2008 |
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Size: |
26KB total |
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Price: |
$42 |
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ID: |
#3290126 |
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OPERATING AGREEMENT
FOR
ADESA CORPORATION, LLC
Effective as of
March 4, 2004
TABLE OF CONTENTS
| Page | ||||
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ARTICLE I. |
PURPOSES | 1 | ||
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ARTICLE II. |
ORGANIZATIONAL MATTERS | 1 | ||
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Section 2.1 |
Formation |
1 | ||
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Section 2.2 |
Principal Office |
1 | ||
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Section 2.3 |
Registered Office and Registered Agent |
1 | ||
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Section 2.4 |
Duration |
1 | ||
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ARTICLE III. |
MEMBERS AND CAPITAL STRUCTURE | 2 | ||
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Section 3.1 |
Name and Address of Member |
2 | ||
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Section 3.2 |
Capital Contributions |
2 | ||
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Section 3.3 |
Additional Capital |
2 | ||
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Section 3.4 |
Capital Accounts |
2 | ||
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Section 3.5 |
Member Loans or Services |
2 | ||
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Section 3.6 |
Admission of Additional Members |
2 | ||
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ARTICLE IV. |
GOVERNANCE OF THE COMPANY | 3 | ||
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Section 4.1 |
Management by the Manager(s) |
3 | ||
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Section 4.2 |
Action by the Company |
3 | ||
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Section 4.3 |
Delegation of Certain Management Authority |
3 | ||
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ARTICLE V. |
ACCOUNTING AND RECORDS | 3 | ||
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Section 5.1 |
Records and Accounting |
3 | ||
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Section 5.2 |
Access to Records |
3 | ||
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Section 5.3 |
Annual Tax Information |
3 | ||
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Section 5.4 |
Accounting Decisions |
3 | ||
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Section 5.5 |
Federal Income Tax Elections |
4 | ||
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ARTICLE VI. |
ALLOCATIONS AND DISTRIBUTIONS | 4 | ||
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Section 6.1 |
Allocation of Net Income, Net Loss or Capital Gains |
4 | ||
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Section 6.2 |
Distributions |
4 | ||
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ARTICLE VII. |
TRANSFERS OF INTERESTS | 4 | ||
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Section 7.1 |
Transferability |
4 | ||
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ARTICLE VIII. |
DISSOCIATION OF A MEMBER | 4 | ||
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Section 8.1 |
Dissociation |
4 | ||
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ARTICLE IX. |
DISSOLUTION AND WINDING UP | 5 | ||
- i -
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Section 9.1 |
Dissolution |
5 | ||
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Section 9.2 |
Winding Up |
5 | ||
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Section 9.3 |
Distribution of Assets |
5 | ||
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ARTICLE X. |
AMENDMENTS | 6 | ||
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Section 10.1 |
Amendments |
6 | ||
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ARTICLE XI. |
MISCELLANEOUS | 6 | ||
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Section 11.1 |
Complete Agreement |
6 | ||
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Section 11.2 |
Governing Law |
6 | ||
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Section 11.3 |
Binding Effect; Conflicts |
6 | ||
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Section 11.4 |
Headings; Interpretation |
6 | ||
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Section 11.5 |
Severability |
6 | ||
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Section 11.6 |
Additional Documents and Acts |
7 | ||
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Section 11.7 |
No Third Party Beneficiary |
7 | ||
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Section 11.8 |
Notices |
7 | ||
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Section 11.9 |
Title to Company Property |
7 | ||
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Section 11.10 |
No Remedies Exclusive |
7 | ||
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Section 11.11 |
Incorporated Schedule and Exhibits |
7 | ||
- ii -
OPERATING AGREEMENT FOR
ADESA CORPORATION, LLC
THIS OPERATING AGREEMENT (this ?Agreement?) is made and entered into as of this 4th day of March, 2004 (the ?Effective Date?), by and between ADESA Corporation, LLC, an Indiana limited liability company (the ?Company?), and ADESA Corporation (the ?Member?), as the sole initial member of the Company. The Company was organized as a limited liability company under the Indiana Business Flexibility Act, as amended, Ind. Code ? 23-18-1-1 et seq. (the ?Act?). Certain defined terms used in this Agreement are set forth in Schedule I (Schedule of Definitions) attached hereto and made a part hereof. In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:
ARTICLE I.
PURPOSES
As set forth in the Articles of Organization, the purposes of the Company are to engage in and do any act in furtherance of any and all lawful businesses and activities for which limited liability companies may be formed under the Act.
ARTICLE II.
ORGANIZATIONAL MATTERS
Section 2.1. Formation. The Company was formed pursuant to the Act upon the filing of Articles of Organization with the Secretary of State of the State of Indiana effective March 4, 2004. The rights and obligations of the Member and the Company shall be as provided under the Act, the Articles and this Agreement. The Member agrees to each of the provisions of the Articles.
Section 2.2. Principal Office. The principal office of the Company shall be at 13085 Hamilton Crossing Boulevard, Carmel, IN 46032.
Section 2.3. Registered Office and Registered Agent. The address of the Company?s registered office shall be 13085 Hamilton Crossing Boulevard, Carmel, IN 46032, and the name of its initial registered agent at such address shall be Karen C. Turner. The Company may designate another registered office or agent at any time by following the procedures set forth in the Act.
Section 2.4. Duration. The existence of the Company shall continue in perpetuity, unless the Company is dissolved in accordance with Article IX or the Act.
ARTICLE III.
MEMBERS AND CAPITAL STRUCTURE
Section 3.1. Name and Address of Member. The name of the Member and its last known business, residence or mailing address is listed on the attached Exhibit A. The Member shall update Exhibit A from time to time as necessary to accurately reflect the information therein.
Section 3.2. Capital Contributions. The initial Capital Contribution to the Company was converted to the Member is set forth on Exhibit A.
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