法律英语实战入门课程材料 1 LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ABC LLC (A Delaware Limited Liability Company) LIMITED LIABILITY COMPANY AGREEMENT of ABC LLC (the “Company”), dated as of March 12, 2011, by and among ABC Management, LLC (the “Manager”), and the other Persons who are signatories hereto as of the date hereof or hereafter become parties hereto in accordance with the provisions of this Agreement. WHEREAS, the parties wish to set forth their relative rights, duties and obligations with respect to the Company. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants herein contained, the parties hereby agree, each with other, as follows: ARTICLE 1: CONSTRUCTION 1.1 Defined Terms. As used herein, the following terms shall have the following meanings: Act: the Delaware Limited Liability Company Act, as it may be amended from time to time, and any successor to such act. Accountants: such firm of independent public accountants as the Manager may from time to time designate as the Company’s accountants. Accounting Period: means the period beginning on either the date of formation of the Company or the first day following the last day of the immediately preceding Accounting Period, as the case may be, and ending on the earliest of (i) the date immediately preceding the date on which an additional Capital Contribution is made to the Company by a Member, (ii) the date on which there is a withdrawal of any Member or a partial withdrawal of the capital of any Member, (iii) the next December 31, and (iv) the date on which the Company terminates. 法律英语实战入门课程材料 2 Adjusted Basis: at any relevant time, the Company’s adjusted basis in any...
