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1. Parties: Identification of all members and the LLC entity
2. Background: History of the LLC and reason for amendment and restatement
3. Definitions: Key terms used throughout the agreement
4. Formation: Details about LLC formation and continuation
5. Purpose and Powers: Business purpose and permitted activities
6. Capital Contributions: Member contributions and capital accounts
7. Membership Interests: Rights and obligations of members
8. Management: Management structure and decision-making processes
9. Distributions: Rules for profit and loss distributions
10. Transfer Restrictions: Rules regarding transfer of membership interests
1. Tax Matters: Specific tax elections and procedures for complex tax arrangements
2. Employee Matters: Employment policies and procedures when LLC has employees
3. Intellectual Property: IP ownership and protection provisions for LLCs with significant intellectual property
1. Schedule of Members: List of all members and their capital contributions
2. Schedule of Officers: List of officers and their roles (if applicable)
3. Capital Account Ledger: Detailed record of capital accounts
4. Original Operating Agreement: Copy of the original agreement being amended
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Articles of Organization
Assignee
Available Cash
Bankruptcy
Capital Account
Capital Contribution
Certificate of Formation
Code
Company
Company Interest
Company Minimum Gain
Distributable Cash
Distribution
Economic Interest
Effective Date
Fiscal Year
Initial Capital Contribution
Interest
LLC
Majority in Interest
Manager
Member
Member Minimum Gain
Membership Interest
Net Income
Net Loss
Operating Agreement
Original Operating Agreement
Percentage Interest
Person
Profits and Losses
Regulations
Required Interest
State
Super Majority
Tax Matters Partner
Transfer
Treasury Regulations
Unit
Voting Interest
Capitalization
Capital Contributions
Membership Interests
Management Rights
Voting Rights
Transfer Restrictions
Distributions
Allocation of Profits and Losses
Tax Matters
Books and Records
Confidentiality
Non-Competition
Dissolution and Liquidation
Indemnification
Buy-Sell Provisions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Amendment Procedures
Withdrawal Rights
Meetings and Notices
Representations and Warranties
Dispute Resolution
Governing Law
Assignment
Severability
Integration
Force Majeure
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