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LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
CHELSEA GLASS, LLC
This Limited Liability Company Operating Agreement (this “Agreement”) of Glass Tech, LLC, a Delaware limited
liability company organized pursuant to the Delaware Limited Liability Company Act (the "Company"), is entered
into and shall be effective as of December 15, 2030, by and among the signatories of this particular agreement.
I.
DEFINITIONS
For purposes ofthis Agreement, unless the context clearly indicates otherwise, the following terms shall
have the following meanings:
1. Additional Member: A Member other than an Initial Member or a Substitute Member who has
acquired a Membership Interest in the Company.
2. Assignee:A transferee of a Membership Interest who has not been admitted as a Substitute
Member.
3. Capital Account: The account maintained for a Member or Assignee.
4. Capital Contribution: Any contribution of Property, services or the obligation to contribute
Property or services made by or on behalf of a Member or Assignee.
5. Commitment: The Capital Contributions that a Member or Assignee is obligated to make.
6. Company Property: Any Property owned by the Company.
7. Contributing Members: Those members making contributions as a result of the failure of a
Delinquent Member to make the contributions required by the Commitment.
8. Dissociation: Any action which causes a Person to cease to be Member.
9. Dissolution Event: An event, the occurrence of which will result in the dissolution of the
Company unless the Members agree to the contrary.
10. Initial Capital Contribution: The Capital Contribution agreed to be made by the Initial
Members.
11. Initial Members: The signatories of this, agreement Glasstech Inc. and Greenbriar Recycling Inc.
(“the Parties”), attached hereto and made a part hereof by this reference who have executed this
Agreement.
12. Majority Vote: The affirmative vote of a Member or Members holding greater than fifty percent
(50%), Greenbriar Inc., of the voting Membership Interests in the Company; in the case of actions of the
Managing Members, the affirmative vote of Managing Members representing Members which hold in the
aggregate greater than fifty percent (50%) of the voting Membership Interests in the Company.
13. Managing Members: The individuals who will make the ordinary and usual decisions
concerning the business affairs of the Company.
14. Member: Initial Member, Substituted Member or Additional Member, and, unless the context
expressly indicates to the contrary, includes Managing Members.
15. Membership Interest: The rights of a Member or, in the case of an Assignee,the rights of the
assigning Member, in distributions (liquidating or otherwise) and allocations of the profits, losses,gains,
deductions,and credits of the Company.
16. Net Losses: The losses and deductions ofthe Company as reported on the books of the Company.
17. Net Profits: The income and gains of the Company as reported on the books of the Company.
18. Person: An individual, trust,estate,or any incorporated or unincorporated organization permitted
to be a member of a limited liability company under the laws of the State of Delaware.
19. Property: Any property,real or personal, tangible or intangible, including money and any legal
or equitable interest in such property.
20. Resignation: The act by which a Managing Member ceases to be a Managing Member.
21. Substitute Member: An Assignee who has been admitted to all of the rights of membership
pursuant to this Agreement by unanimous vote.
II.
FORMATION
22. Organization. The Members hereby organize to form a limited liability company pursuant to the
provisions of Delaware Title 6, Sections 18-101, et seq.,and all amendments thereto (the "Act").
23. Agreement. For and in consideration of the mutual covenants herein contained and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members
executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may from time
to time be amended according to its terms. It is the express intention of the Members that this Agreement
shall be the sole source of agreement of the parties, and, except to the extent that a provision of this
Agreement is expressly prohibited or ineffective underthe Act, this Agreement shall control, even when
inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent that
any provision of this Agreement is prohibited or ineffective under the Act,this Agreement shall be
considered amended as necessary to make the Agreement effective under the Act. If the Act is
subsequently amended or interpreted in such a way as to make any provision of this Agreement that was
formerly invalid valid, such provision shall be considered to be valid from the effective date of such
interpretation or amendment.
24. Name. The name of the Company is Chelsea Glass LLC, and the business ofthe Company shall
be conducted underthat name, or under any other name as may be determined by Majority Vote of the
Members, but, in any case, only to the extent permitted by applicable law.
25. Effective Date. This Agreement shall become effective as of the date of filing of a Certificate of
Formation on behalf of the Company with the Delaware Secretary of State.
26. Term. This Agreement shall remain in effect and the Company shall remain in existence until
such time as the Company is dissolved and its affairs wound up in accordance with the Act or this
Agreement.
27. Registered Agent and Office. The registered agent for the service of process and the registered
office shall be that person and location reflected in the Certificate of Formation as filed in the office of the
Secretary of State. The Managing Members, may, from time to time, change the registered agent or office
through appropriate filings with the Secretary of State. If the registered agent ceases to act as such for any
reason or the registered office shall change, the Managing Members shall promptly designate a replacement
registered agent or file a notice of change of address as the case may be.
28. Principal Office. The principal office of the Company shall be located at 123 Glasblow Drive,
Greenbriar PA 19035 or at such otherlocation as shall be designated by the Managing Members of the
Company by Majority Vote.
III.
NATURE OF BUSINESS
The Company may engage in any lawful business permitted by the Act or by the laws of any jurisdiction in
which the Company may do business. In particular, the Company may engage in the development,
marketing, licensing, and commercialization of recycled glass material and products. The Company shall
have the authority to do all things necessary orconvenient to accomplish its purposes and operate its
business as described in this Article III. The authority granted to the Managing Members hereunder to bind
the Company shall be limited to actions necessary or convenient to its business.
I.
ACCOUNTING AND RECORDS
29. Records to be Maintained. The Company shall maintain the following records at its principal
office:
1. A current list of the full name and last known business address ofeach Member
and Managing Member;
2. A copy of the Certificate of Formation, and all amendments thereto,together
with executed copies of any powers of attorney pursuant to which any amendments have
been executed;
3. Copies of the Company's federal, foreign, state and local income tax returns and
reports, if any, for each year;
4. Copies of this Agreement, including all amendments hereto;
5. Financial statements of the Company for the five (5) most recent years;
6. A writing or other data compilation from which information can be obtained
through retrieval devices into reasonably usable form setting forth the following:
7. a description and statement of the agreed value of the Property or services
contributed by each Member and which each Member has agreed to contribute;
8. the times at which, or conditions upon the occurrence of which, any additional
Commitments are to be made by a Member;
9. any right of a Member to receive, or of the Company to make, distributions to a
Member which include a return of all or any part of the Member's Capital Contribution; and
10. any events upon the occurrence of which the Company is to be dissolved and its
affairs wound up.
30. Reports to Members.
1. The Managing Members shall provide reports at least annually to the Members
(other than Assignees) at such time and in such manner as the Managing
Members may determine reasonable. Such reports may include a review of the
Company's financial records prepared by an independent accounting firm.
2. The Managing Members shall provide all Members with those information
returns of income required by the Code and the laws of any state.
31. Accounts. The Managing Members shall maintain a record of the Capital Account for each
Member.
I.
RIGHTS AND DUTIES OF MEMBERS
32. Management Rights. All Members (other than Assignees)shallbe entitled to vote on any matter
submitted to a vote of the Members, with the exception of the holder(s) of those Membership Interests
which are designated as non-voting upon issuance.
33. Majority Control. Wheneverany matter is required or permitted to be approved by the Members
under the Act or this Agreement, such matter shall be considered approved or consented to upon the
action of the Members by Majority Vote.
34. Liability of Members. The debts,obligations and liabilities of the Company, whether arising in
contract, tort, under statute orotherwise, shall be solely the debts,obligations and liabilities of the
Company, and no Member or Managing Member of the Company shall be obligated personally for any
such debt,obligation or liability of the Company solely by reason of being a Member or acting as a
Managing Member of the Company. The failure of the Company to observe any formalities or
requirements relating to the exercise of its powers or management of its business oraffairs under this
Agreement or the Act shall not be grounds for imposing personal liability on the Members or
Managing Members for liabilities of the Company.
35. Indemnification. The Company shall indemnify any Member or Managing Member, made a party to
an action or proceeding or threatened to be made a named defendant or respondent in an action or
proceeding because such Member or Managing Member acted on behalf of the Company, against
liability for any claims, actions,losses,damages, judgments, settlements, penalties, fines, taxes,
interest, or reasonable expenses incurred by or asserted against such Member or Managing Member
with respect to such action or proceeding, provided that (a) the Member or Managing Member acted in
good faith, and (b) the Member or Managing Member reasonably believed its, his or her conduct not to
be adverse to the best interests of the Company.
The Company shall not indemnify a Member or Managing Member underthis section in connection with
either (i) an action or proceeding by or in the right of the Company in which such Member or Managing Member
was adjudged liable to the Company, or (2) any other action or proceeding alleging improper personal benefit to
such Member or Managing Member, whether or not involving an action on behalf of the Company, in which such
Member or Managing Member was adjudged liable on the basis that personalbenefit was improperly received by
such Member or Managing Member.
1. Representations and Warranties. Each Member, and in the case of a corporation or
other organization, each person executing this Agreement on behalf of the corporation or organization,
hereby represents and warrants to the Company and to each otherMember that: (a) if such Member is a
corporation or other organization, that it is duly organized, validly existing and in good standing under the
laws of its state of organization and that it has full corporate or organizational power to execute and deliver
this Agreement and to perform its obligations hereunder, (b) the Member is acquiring its interest in the
Company for the Member's own account as an investment and without an intent to distribute the
Membership Interest,and (c) the Member acknowledges that the Membership Interests have not been
registered under the Securities Act of 1933, or under any state securities laws, and may not be resold or
transferred by the Member without appropriate registration or the availability of an exemption from such
requirements.
2. Conflicts of Interest.
a. Any Member, including a Managing Member, shall be entitled to enter into transactions that
may be considered to be competitive with, or a business opportunity that may be beneficial to, the
Company, it being expressly understood that Members may enter into transactions that are similar
to the transactions into which the Company may enter. Notwithstanding the foregoing, a Member
shall account to the Company and hold as trustee for it any Property, profit, or benefit derived by
the Member, without the consent of the other Members, in the conduct and winding up of the
Company’s business orfrom a use or appropriation by the Member of Company Property.
b. A Member, including a Managing Member, does not violate a duty or obligation to the
Company merely because such Member's conduct furthers the Member's own interest, provided,
however, that each Member shall be obligated to act in good faith in its relations with the
Company and the other Members. A Member or Managing Member may lend money to, borrow
money from, act as a surety,guarantor or endorserfor, guaranty or assume one or more specific
obligations of, provide collateral for, and transact other business with the Company and, subject to
other applicable law, has the same rights and obligations with respect to any such matter as a
person who is not a Member or Managing Member. The rights and obligations of a Member who
lends money to or transacts business with the Company are the same as those of a person who is
not a Member. No transaction with the Company shall be voidable solely because a Member has a
direct or indirect interest in the transaction if either (a) the transaction is fair to the Company, or
(b) the disinterested Managing Member(s) or disinterested Members, in either case knowing the
material facts of the transaction and the Member's interest, authorize, approve or ratify the
transaction by Majority Vote.
3. Annual Meeting of Members. The Managing Members shall call and hold a meeting of
the Members at least once each year in accordance with the Act. A quorum for purposes of this meeting
shall be one more than one-half by number of all of the Members.
II.
MANAGING MEMBERS
4. Original Managing Members. Ordinary and usualdecisions concerning the business
affairs of the Company shall be made by the Managing Members. There shall be two original Managing
Members, who must be officers of Members of the Company. The original Managing Members of the
Company shall be Don Henley and James Brown.
5. Term of Office as Managing Member. No Managing Member shall have any
contractual right to such position. Each Managing Member shall serve until the earlier to occur of either (a)
the Dissociation of such Managing Member or of the Member of which such Managing Member is an
officer, or (b) the removal of such Managing Member.
6. Authority of Members and Managing Member to Bind the Company. The Members
hereby agree that only the Managing Members and authorized agents of the Company shall have the
authority to bind the Company. No Member other than a Managing Member and a Member represented by
a Managing Member shall take any action to bind the Company. Any Member who is not a Managing
Member or a Member represented by a Managing Member shall indemnify the Company for any claims,
damages, losses,liabilities, costs or expenses incurred by the Company as a result of any unauthorized
action of such Member. The Managing Members shall have the full authority to manage the business and
affairs of the Company and shall act on all matters by Majority Vote, whether taken at an in-person
meeting, a telephonic meeting or by written consent. For purposes ofthe Code, FCR, Inc. (or its affiliated
Member) shall be the “tax matters partner.”
Without limiting the generality of the foregoing, the Managing Members shall have the express power, on
behalf of the Company, to do the following:
1. the purchase,lease or other acquisition, ownership, holding, improvement, use and
other dealing with, Property, wherever located;
2. the sale, conveyance,lease, mortgage, pledge, exchange and othertransfer of Property;
3. the entering into contracts and guaranties,incurring of liabilities, borrowing of money,
issuance of notes,bonds and otherobligations, and the securing of any of its obligations by mortgage or
pledge of any of its Property or income;
4. acting as a promoter, incorporator, partner, member, associate or manager of any
corporation, partnership, joint venture,trust or other entity;
5. the conduct of the Company's business,the establishment of Company offices and the
exercise of the powers of the Company;
6. the appointment of employees and agents of the Company, the definition of their duties
and the establishment of their compensation;
7. the payment or donation of Company funds or Property, or any other act, in furtherance
of the business and affairs of the Company;
8. the institution,prosecution and defense of any administrative, judicial or other
adversary proceeding, including, without limitation, litigation, arbitration, administrative adjudication,
mediation and appeal or review of any of the foregoing, in the Company's name;
9. the participation in partnership agreements, joint ventures or otherassociations of any
kind with any Person(s); and
10. the indemnification of Members or of any other Person.
7. Compensation of Managing Members. Each Managing Member shall be reimbursed
for all reasonable expenses incurred in managing the Company, and shall be entitled to compensation in an
amount to be determined from time to time by Majority Vote.
8. Managing Member's Standard of Care. A Managing Member's duty of care in the
discharge of the Managing Member's duties to the Company and the other Members shall be to act in good
faith, with the care an ordinarily prudent person in like position would exercise under similar circumstances
and in a manner he reasonably believes to be in the best interests of the Company. In discharging his or her
duties, a Managing Member shall be fully protected in relying in good faith upon the records required to be
maintained underArticle IV and upon such information, opinions, reports or statements by any of the other
Managing Members, Members or agents,or by any other person,as to matters which the Managing
Member reasonably believes are within such otherperson's professionalor expert competence and who has
been selected with reasonable care by or on behalf of the Company, including information, opinions,
reports or statements as to the value and amount of the assets,liabilities, profits or losses of the Company
or any other facts pertinent to the existence and amount of assets fromwhich distributions to Members may
be made.
9. Removal of Managing Member. Any Managing Member may be removed by
Unanimous Vote of the Members, provided that each Member with voting Membership Interests shall at all
times have the right to be represented by at least two (2) Managing Members.
III.
ALLOCATIONS AND DISTRIBUTIONS
10. Allocations of Net Profits and Net Losses from Operations. Except as may be
required by §704(c) of the Code, and Sections 2, 3 and 4 of this Article IX, Net Profits, Net Losses and
other items of income, gain, loss,deduction and credit shall be apportioned among the Members in
proportion to their Membership Interests.
11. Interim Distributions. At least once each year, the Managing Members shall determine
in their reasonable judgment to what extent, if any, the Company's cash on hand exceeds the current and
anticipated needs for operating expenses, administrative costs and debt service, if any. To the extent such
excess exists, the Managing Members shall make distributions to the Members in accordance with their
respective Membership Interests. Such distributions may be in cash or other Property (which need not be
distributed proportionately) or partly in both,as determined by the Managing Members by Majority Vote.
12. Limitations on Distributions. Notwithstanding the foregoing, the Company shall not
make a distribution to a Member to the extent that, at the time of the distribution or after giving effect to the
distribution, all liabilities of the Company, other than liabilities to Members on account of their
Membership Interests and liabilities for which the recourse of creditors is limited to specified Property,
exceed the fair value of the assets ofthe Company, except that the fair value of Property that is subject to a
liability for which the recourse of creditors is limited shall be included in the assets ofthe Company only to
the extent that the fair value of that Property exceeds such liability. A Member who receives a distribution
in violation of this section shall be liable to and shall reimburse the Company for the amount of the
distribution.
IV.
TRANSFER OF MEMBERSHIP INTERESTS
13. Transfer. Upon the approval of the Managing Members by Majority Vote, any Member
or Assignee may transfer (whether by sale, assignment, exchange, mortgage, pledge, grant, hypothecation
or other disposition,absolute or as security or encumbrance (including transfers by operation of law) all or
a portion of the Member's or Assignee's Membership Interest, provided that no Membership Interest shall
be transferred:
a. without documentation satisfactory to the Managing Members that such
assignment is subject to an effective registration under, or is exempt from the registration
requirements of, applicable federal and state securities laws; and
b. unless and until the Company receives from the Assignee such information and
agreements as the Managing Members may reasonably require, including, but not limited to, a
taxpayer identification number.
14. Right of First Refusal. If any Member receives a bona fide offer from a third party
which is not a Permitted Transferee to purchase THE Member’s Membership Interests at any time and the
Member is prepared to accept such offer, then the Member shall promptly provide to the other Members a
written notice describing in detail the terms of the purchase offer for the Membership Interests. The other
Members, or any of them, then shall have the right to purchase the Membership Interests of the Member on
the same terms as are specified in said written notice of purchase offer. Within ten business days ofreceipt
of such written notice of purchase offer, the otherMembers shall confirm in writing to the Member whether
or not any of the otherMembers elects to purchase the Membership Interests pursuant to the right of first
refusal provided herein. If all of the otherMembers elect to purchase the membership Interests of the
Member on the terms set forth in the written notice of purchase offer, then they shall purchase the said
Membership Interests in proportion to their respective Membership Interests in the Company, unless they
agree otherwise. If none of the otherMembers elect to exercise the right of first refusal provided herein,
then the Member may complete the sale of the subject Membership Interests to the offeror on the terms
described in the written notice of purchase offer. Following any such sale transaction,the rights of first
refusal shall continue and remain in full force and effect with respect to all Membership Interests in the
Company.
15. Transfers not in Compliance with this Article Void. Any purported transfer of a
Membership Interest,or any part thereof, not in compliance with this Article X shall be null and void ab
initio.
V.
DISSOCIATION OF A MEMBER
16. Dissociation. A Person shall cease to be a Member upon the occurrence of any of the
following events:
1. the withdrawal of a Member with the approval of the Members by Majority
Vote;
2. in the case of a Member who is a natural person,the death of the Member or the
entry of an order by a court of competent jurisdiction adjudicating the Member
incompetent to manage his or her personalestate;
3. in the case of a Member who is acting as a Member by virtue of being a trustee
of a trust,the termination of the trust (but not merely the substitution ofa new trustee);
4. in the case of a Member that is a corporation, the filing of a certificate of its
dissolution or the equivalent for the corporation or the administrative or judicial
dissolution of the corporation and the lapse of ninety (90) days after notice to the
corporation of such dissolution without reinstatement;
5. in the case of a Member that is an entity other than a corporation, the dissolution
and commencement of winding up of the entity;
6. in the case of an estate,the distribution by the fiduciary of the estate's entire
interest in the Company;
7. the Member ceases to be a Member of the Company as a result of assignment of
the Member's Membership Interest;
8. unless otherwise agreed to by the written consent ofthe Members at the time,
the Member:
a. makes an assignment for the benefit of creditors;
b. files a voluntary petition in bankruptcy;
c. is adjudicated a bankrupt or insolvent;
d. files a petition or answer seeking for the Member any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any statute,law or regulation;
e. files an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against the Member in any
proceeding of a similar nature to the foregoing;
f. seeks, consents to,oracquiesces in, the appointment of a trustee,
receiver or liquidator of the Member or of all or any substantialpart of
the Member's properties;
g. if within one hundred twenty (120) days after the commencement of
any proceeding against the Member seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any statute,law or regulation, the proceeding has
not been dismissed; or
h. if within one hundred twenty (120) days after the appointment without
the Member’s consent oracquiescence of a trustee,receiver or
liquidator of the Member or of all or any substantialpart of the
Member’s assets,the appointment is not vacated or stayed,or if within
one hundred twenty (120) days after the expiration of any stay,the
appointment is not vacated.
17. Rights of Dissociating Member. In the event that any Member dissociates prior to the
expiration of the Term, if any,of this Agreement:
1. if the dissociation causes a dissolution and winding up of the Company,
the Member shall be entitled to participate in the winding up of the Company to
the same extent as any other Member, except that any distributions to which the
Member would have been entitled shall be reduced by the damages sustained by
the Company directly as a result of the dissolution and winding up; and
2. if the dissociation does not cause a dissolution and winding up of the
Company, the Member shall be entitled to an amount equal to the value of the
Member's Membership Interest in the Company, to be paid within six (6)
months of the date of dissociation,provided that the dissociating Member shall
be entitled to participate as an Assignee in the Company until the value of such
interest (plus interest at the prevailing interest rate) is paid in full.
18. Valuation of Membership Interest. For purposes of Section 2.2 above,the market
value of the Company as a going concern shall be determined as of the date of dissociation by an appraisal
conducted by a qualified professionalappraiser selected by the Managing Members. The appraisal shall
take into consideration the amount of any distributions to which the Member is entitled under this
Agreement and the Member's right to share in the distributions from the Company, reduced by any
damages sustained by the Company directly as a result of the Member's dissociation.
VI.
ADMISSION OF ASSIGNEES AND ADDITIONAL MEMBERS
19. Rights of Assignees. The Assignee ofa Membership Interest has no right to participate
in the management of the business and affairs of the Company or to become a Member. The Assignee is
only entitled to receive the distributions and return of capital, and to be allocated the Net Profits and Net
Losses,attributable to the Membership Interest.
20. Admission of Substitute Members. An Assignee ofa Membership Interest shall be
admitted as a Substitute Member, and admitted to all of the rights of the Member who initially assigned the
Membership Interest,only with the approval of the Managing Members by Unanimous Vote. If so
admitted, the Substitute Member has all of the rights and powers, and is subject to all of the restrictions and
liabilities, of the Member originally assigning the Membership Interest. The admission of a Substitute
Member, without more, shall not release the Member originally assigning the Membership Interest from
any liability to the Company incurred or accrued prior to such admission.
21. Admission of Additional Members. The Managing Members, acting by Majority Vote,
may permit the admission of Additional Members and determine the Capital Contributions of such
Additional Members and the representation of any such Additional Manager by a Managing Member.
VII.
DISSOLUTION AND WINDING UP
22. Dissolution. The Company shall be dissolved, and its affairs wound up, upon the first to
occur of the following events (which, unless the Members agree to continue the business,shall constitute
Dissolution Events):
1. the unanimous written consent ofall of the Members; or
2. the Dissociation of any Member, unless the business ofthe Company is
continued with the consent ofall of the remaining Members within ninety (90) days after
such Dissociation; or
3. the entry of a decree of judicial dissolution pursuant to the Act.
23. Effect of Dissolution. Upon dissolution,the Company shall cease carrying on the
Company’s business,but the Company shall not be terminated and shall continue until (i) the filing of a
Certificate of Cancellation with the Secretary of State, (ii) the completion of the winding up of the affairs of
the Company, and (iii) the receipt or issuance of any required certificates or information from any other
agency of the State of Delaware.
24. Distribution of Assets on Dissolution. Upon the winding up of the Company, the
Company Property shall be distributed:
1. to creditors, including Members who are creditors, to the extent permitted by
law, in satisfaction of Company Liabilities;
2. to Members in accordance with positive Capital Account balances,taking into
account all Capital Account adjustments for the Company's taxable year in which the
liquidation occurs; liquidation proceeds shall be paid within sixty (60) days of the end of
the Company's taxable year or, if later, within ninety (90) days after the date of
liquidation; such distributions shall be in cash,as determined by the Managing Members
by Unanimous Vote.
25. Winding Up. The winding up of the Company shall be completed when all debts,
liabilities and obligations of the Company have been paid and discharged, or reasonably adequate provision
therefor has been made, and all of the remaining Property and assets ofthe Company have been distributed
to the Members, all in accordance with the Act.
VIII.
AMENDMENT
26. Amendment or Modification of Agreement. This Agreement may be amended or
modified from time to time only by a written instrument adopted by the Managing Members by Unanimous
Vote.
IX.
MISCELLANEOUS PROVISIONS
27. Entire Agreement. This Agreement represents the entire agreement among the
Members and supersedes any and all prior correspondence, negotiations, discussions,communications,
representations and statements,whether written or oral, all of which are merged herein.
28. Rights of Creditors and Third Parties under Agreement. This Agreement is entered
into among the Company and the Members for the exclusive benefit of the Company, its Members, and
their successors and assigns. This Agreement is expressly not intended for the benefit of any creditor of the
Company or any other Person who or which is not a Member of the Company.
29. Governing Law. This Agreement shall be governed by and construed and enforced
under the Act and the other laws of the State of Delaware, without regard to any principles of conflicts of
laws of said State which would direct the use of the law of another jurisdiction.
Notice. All notices required to be given under this Agreement shall be in writing. Notice to the Company
shall be considered given when mailed by first class mail, postage prepaid,addressed to any Managing Member in
care of the Company at the address of the Company’s Principal Office. Notice to any other Member shall be
considered given when mailed by first class mail, postage prepaid, addressed to the Member at the address set forth
on Schedule A to this Agreement, unless the Member has given the Company notice of a different address.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates set forth
beside their respective names.
GLASS TECH, INC.
By: _______________________ Date: December 15, 2030
Name: ____________________
Title: ______________________
Duly Authorized
GREENBRIAR RECYCLING, INC.
By: _____Don Henley______________ Date: December 15, 2030
Name: ____________________
Title: ______________________
Duly Authorized

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Glass Tech Operating Agreement

  • 1. LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CHELSEA GLASS, LLC This Limited Liability Company Operating Agreement (this “Agreement”) of Glass Tech, LLC, a Delaware limited liability company organized pursuant to the Delaware Limited Liability Company Act (the "Company"), is entered into and shall be effective as of December 15, 2030, by and among the signatories of this particular agreement. I. DEFINITIONS For purposes ofthis Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings: 1. Additional Member: A Member other than an Initial Member or a Substitute Member who has acquired a Membership Interest in the Company. 2. Assignee:A transferee of a Membership Interest who has not been admitted as a Substitute Member. 3. Capital Account: The account maintained for a Member or Assignee. 4. Capital Contribution: Any contribution of Property, services or the obligation to contribute Property or services made by or on behalf of a Member or Assignee. 5. Commitment: The Capital Contributions that a Member or Assignee is obligated to make. 6. Company Property: Any Property owned by the Company. 7. Contributing Members: Those members making contributions as a result of the failure of a Delinquent Member to make the contributions required by the Commitment. 8. Dissociation: Any action which causes a Person to cease to be Member. 9. Dissolution Event: An event, the occurrence of which will result in the dissolution of the Company unless the Members agree to the contrary. 10. Initial Capital Contribution: The Capital Contribution agreed to be made by the Initial Members. 11. Initial Members: The signatories of this, agreement Glasstech Inc. and Greenbriar Recycling Inc. (“the Parties”), attached hereto and made a part hereof by this reference who have executed this Agreement. 12. Majority Vote: The affirmative vote of a Member or Members holding greater than fifty percent (50%), Greenbriar Inc., of the voting Membership Interests in the Company; in the case of actions of the Managing Members, the affirmative vote of Managing Members representing Members which hold in the aggregate greater than fifty percent (50%) of the voting Membership Interests in the Company. 13. Managing Members: The individuals who will make the ordinary and usual decisions concerning the business affairs of the Company. 14. Member: Initial Member, Substituted Member or Additional Member, and, unless the context expressly indicates to the contrary, includes Managing Members.
  • 2. 15. Membership Interest: The rights of a Member or, in the case of an Assignee,the rights of the assigning Member, in distributions (liquidating or otherwise) and allocations of the profits, losses,gains, deductions,and credits of the Company. 16. Net Losses: The losses and deductions ofthe Company as reported on the books of the Company. 17. Net Profits: The income and gains of the Company as reported on the books of the Company. 18. Person: An individual, trust,estate,or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of the State of Delaware. 19. Property: Any property,real or personal, tangible or intangible, including money and any legal or equitable interest in such property. 20. Resignation: The act by which a Managing Member ceases to be a Managing Member. 21. Substitute Member: An Assignee who has been admitted to all of the rights of membership pursuant to this Agreement by unanimous vote. II. FORMATION 22. Organization. The Members hereby organize to form a limited liability company pursuant to the provisions of Delaware Title 6, Sections 18-101, et seq.,and all amendments thereto (the "Act"). 23. Agreement. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Members that this Agreement shall be the sole source of agreement of the parties, and, except to the extent that a provision of this Agreement is expressly prohibited or ineffective underthe Act, this Agreement shall control, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent that any provision of this Agreement is prohibited or ineffective under the Act,this Agreement shall be considered amended as necessary to make the Agreement effective under the Act. If the Act is subsequently amended or interpreted in such a way as to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. 24. Name. The name of the Company is Chelsea Glass LLC, and the business ofthe Company shall be conducted underthat name, or under any other name as may be determined by Majority Vote of the Members, but, in any case, only to the extent permitted by applicable law. 25. Effective Date. This Agreement shall become effective as of the date of filing of a Certificate of Formation on behalf of the Company with the Delaware Secretary of State. 26. Term. This Agreement shall remain in effect and the Company shall remain in existence until such time as the Company is dissolved and its affairs wound up in accordance with the Act or this Agreement. 27. Registered Agent and Office. The registered agent for the service of process and the registered office shall be that person and location reflected in the Certificate of Formation as filed in the office of the Secretary of State. The Managing Members, may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. If the registered agent ceases to act as such for any
  • 3. reason or the registered office shall change, the Managing Members shall promptly designate a replacement registered agent or file a notice of change of address as the case may be. 28. Principal Office. The principal office of the Company shall be located at 123 Glasblow Drive, Greenbriar PA 19035 or at such otherlocation as shall be designated by the Managing Members of the Company by Majority Vote. III. NATURE OF BUSINESS The Company may engage in any lawful business permitted by the Act or by the laws of any jurisdiction in which the Company may do business. In particular, the Company may engage in the development, marketing, licensing, and commercialization of recycled glass material and products. The Company shall have the authority to do all things necessary orconvenient to accomplish its purposes and operate its business as described in this Article III. The authority granted to the Managing Members hereunder to bind the Company shall be limited to actions necessary or convenient to its business. I. ACCOUNTING AND RECORDS 29. Records to be Maintained. The Company shall maintain the following records at its principal office: 1. A current list of the full name and last known business address ofeach Member and Managing Member; 2. A copy of the Certificate of Formation, and all amendments thereto,together with executed copies of any powers of attorney pursuant to which any amendments have been executed; 3. Copies of the Company's federal, foreign, state and local income tax returns and reports, if any, for each year; 4. Copies of this Agreement, including all amendments hereto; 5. Financial statements of the Company for the five (5) most recent years; 6. A writing or other data compilation from which information can be obtained through retrieval devices into reasonably usable form setting forth the following: 7. a description and statement of the agreed value of the Property or services contributed by each Member and which each Member has agreed to contribute; 8. the times at which, or conditions upon the occurrence of which, any additional Commitments are to be made by a Member; 9. any right of a Member to receive, or of the Company to make, distributions to a Member which include a return of all or any part of the Member's Capital Contribution; and
  • 4. 10. any events upon the occurrence of which the Company is to be dissolved and its affairs wound up. 30. Reports to Members. 1. The Managing Members shall provide reports at least annually to the Members (other than Assignees) at such time and in such manner as the Managing Members may determine reasonable. Such reports may include a review of the Company's financial records prepared by an independent accounting firm. 2. The Managing Members shall provide all Members with those information returns of income required by the Code and the laws of any state. 31. Accounts. The Managing Members shall maintain a record of the Capital Account for each Member. I. RIGHTS AND DUTIES OF MEMBERS 32. Management Rights. All Members (other than Assignees)shallbe entitled to vote on any matter submitted to a vote of the Members, with the exception of the holder(s) of those Membership Interests which are designated as non-voting upon issuance. 33. Majority Control. Wheneverany matter is required or permitted to be approved by the Members under the Act or this Agreement, such matter shall be considered approved or consented to upon the action of the Members by Majority Vote. 34. Liability of Members. The debts,obligations and liabilities of the Company, whether arising in contract, tort, under statute orotherwise, shall be solely the debts,obligations and liabilities of the Company, and no Member or Managing Member of the Company shall be obligated personally for any such debt,obligation or liability of the Company solely by reason of being a Member or acting as a Managing Member of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business oraffairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members or Managing Members for liabilities of the Company. 35. Indemnification. The Company shall indemnify any Member or Managing Member, made a party to an action or proceeding or threatened to be made a named defendant or respondent in an action or proceeding because such Member or Managing Member acted on behalf of the Company, against liability for any claims, actions,losses,damages, judgments, settlements, penalties, fines, taxes, interest, or reasonable expenses incurred by or asserted against such Member or Managing Member with respect to such action or proceeding, provided that (a) the Member or Managing Member acted in good faith, and (b) the Member or Managing Member reasonably believed its, his or her conduct not to be adverse to the best interests of the Company. The Company shall not indemnify a Member or Managing Member underthis section in connection with either (i) an action or proceeding by or in the right of the Company in which such Member or Managing Member was adjudged liable to the Company, or (2) any other action or proceeding alleging improper personal benefit to such Member or Managing Member, whether or not involving an action on behalf of the Company, in which such Member or Managing Member was adjudged liable on the basis that personalbenefit was improperly received by such Member or Managing Member.
  • 5. 1. Representations and Warranties. Each Member, and in the case of a corporation or other organization, each person executing this Agreement on behalf of the corporation or organization, hereby represents and warrants to the Company and to each otherMember that: (a) if such Member is a corporation or other organization, that it is duly organized, validly existing and in good standing under the laws of its state of organization and that it has full corporate or organizational power to execute and deliver this Agreement and to perform its obligations hereunder, (b) the Member is acquiring its interest in the Company for the Member's own account as an investment and without an intent to distribute the Membership Interest,and (c) the Member acknowledges that the Membership Interests have not been registered under the Securities Act of 1933, or under any state securities laws, and may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements. 2. Conflicts of Interest. a. Any Member, including a Managing Member, shall be entitled to enter into transactions that may be considered to be competitive with, or a business opportunity that may be beneficial to, the Company, it being expressly understood that Members may enter into transactions that are similar to the transactions into which the Company may enter. Notwithstanding the foregoing, a Member shall account to the Company and hold as trustee for it any Property, profit, or benefit derived by the Member, without the consent of the other Members, in the conduct and winding up of the Company’s business orfrom a use or appropriation by the Member of Company Property. b. A Member, including a Managing Member, does not violate a duty or obligation to the Company merely because such Member's conduct furthers the Member's own interest, provided, however, that each Member shall be obligated to act in good faith in its relations with the Company and the other Members. A Member or Managing Member may lend money to, borrow money from, act as a surety,guarantor or endorserfor, guaranty or assume one or more specific obligations of, provide collateral for, and transact other business with the Company and, subject to other applicable law, has the same rights and obligations with respect to any such matter as a person who is not a Member or Managing Member. The rights and obligations of a Member who lends money to or transacts business with the Company are the same as those of a person who is not a Member. No transaction with the Company shall be voidable solely because a Member has a direct or indirect interest in the transaction if either (a) the transaction is fair to the Company, or (b) the disinterested Managing Member(s) or disinterested Members, in either case knowing the material facts of the transaction and the Member's interest, authorize, approve or ratify the transaction by Majority Vote. 3. Annual Meeting of Members. The Managing Members shall call and hold a meeting of the Members at least once each year in accordance with the Act. A quorum for purposes of this meeting shall be one more than one-half by number of all of the Members. II. MANAGING MEMBERS 4. Original Managing Members. Ordinary and usualdecisions concerning the business affairs of the Company shall be made by the Managing Members. There shall be two original Managing Members, who must be officers of Members of the Company. The original Managing Members of the Company shall be Don Henley and James Brown. 5. Term of Office as Managing Member. No Managing Member shall have any contractual right to such position. Each Managing Member shall serve until the earlier to occur of either (a) the Dissociation of such Managing Member or of the Member of which such Managing Member is an officer, or (b) the removal of such Managing Member.
  • 6. 6. Authority of Members and Managing Member to Bind the Company. The Members hereby agree that only the Managing Members and authorized agents of the Company shall have the authority to bind the Company. No Member other than a Managing Member and a Member represented by a Managing Member shall take any action to bind the Company. Any Member who is not a Managing Member or a Member represented by a Managing Member shall indemnify the Company for any claims, damages, losses,liabilities, costs or expenses incurred by the Company as a result of any unauthorized action of such Member. The Managing Members shall have the full authority to manage the business and affairs of the Company and shall act on all matters by Majority Vote, whether taken at an in-person meeting, a telephonic meeting or by written consent. For purposes ofthe Code, FCR, Inc. (or its affiliated Member) shall be the “tax matters partner.” Without limiting the generality of the foregoing, the Managing Members shall have the express power, on behalf of the Company, to do the following: 1. the purchase,lease or other acquisition, ownership, holding, improvement, use and other dealing with, Property, wherever located; 2. the sale, conveyance,lease, mortgage, pledge, exchange and othertransfer of Property; 3. the entering into contracts and guaranties,incurring of liabilities, borrowing of money, issuance of notes,bonds and otherobligations, and the securing of any of its obligations by mortgage or pledge of any of its Property or income; 4. acting as a promoter, incorporator, partner, member, associate or manager of any corporation, partnership, joint venture,trust or other entity; 5. the conduct of the Company's business,the establishment of Company offices and the exercise of the powers of the Company; 6. the appointment of employees and agents of the Company, the definition of their duties and the establishment of their compensation; 7. the payment or donation of Company funds or Property, or any other act, in furtherance of the business and affairs of the Company; 8. the institution,prosecution and defense of any administrative, judicial or other adversary proceeding, including, without limitation, litigation, arbitration, administrative adjudication, mediation and appeal or review of any of the foregoing, in the Company's name; 9. the participation in partnership agreements, joint ventures or otherassociations of any kind with any Person(s); and 10. the indemnification of Members or of any other Person. 7. Compensation of Managing Members. Each Managing Member shall be reimbursed for all reasonable expenses incurred in managing the Company, and shall be entitled to compensation in an amount to be determined from time to time by Majority Vote. 8. Managing Member's Standard of Care. A Managing Member's duty of care in the discharge of the Managing Member's duties to the Company and the other Members shall be to act in good faith, with the care an ordinarily prudent person in like position would exercise under similar circumstances and in a manner he reasonably believes to be in the best interests of the Company. In discharging his or her duties, a Managing Member shall be fully protected in relying in good faith upon the records required to be maintained underArticle IV and upon such information, opinions, reports or statements by any of the other Managing Members, Members or agents,or by any other person,as to matters which the Managing
  • 7. Member reasonably believes are within such otherperson's professionalor expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets,liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets fromwhich distributions to Members may be made. 9. Removal of Managing Member. Any Managing Member may be removed by Unanimous Vote of the Members, provided that each Member with voting Membership Interests shall at all times have the right to be represented by at least two (2) Managing Members. III. ALLOCATIONS AND DISTRIBUTIONS 10. Allocations of Net Profits and Net Losses from Operations. Except as may be required by §704(c) of the Code, and Sections 2, 3 and 4 of this Article IX, Net Profits, Net Losses and other items of income, gain, loss,deduction and credit shall be apportioned among the Members in proportion to their Membership Interests. 11. Interim Distributions. At least once each year, the Managing Members shall determine in their reasonable judgment to what extent, if any, the Company's cash on hand exceeds the current and anticipated needs for operating expenses, administrative costs and debt service, if any. To the extent such excess exists, the Managing Members shall make distributions to the Members in accordance with their respective Membership Interests. Such distributions may be in cash or other Property (which need not be distributed proportionately) or partly in both,as determined by the Managing Members by Majority Vote. 12. Limitations on Distributions. Notwithstanding the foregoing, the Company shall not make a distribution to a Member to the extent that, at the time of the distribution or after giving effect to the distribution, all liabilities of the Company, other than liabilities to Members on account of their Membership Interests and liabilities for which the recourse of creditors is limited to specified Property, exceed the fair value of the assets ofthe Company, except that the fair value of Property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets ofthe Company only to the extent that the fair value of that Property exceeds such liability. A Member who receives a distribution in violation of this section shall be liable to and shall reimburse the Company for the amount of the distribution. IV. TRANSFER OF MEMBERSHIP INTERESTS 13. Transfer. Upon the approval of the Managing Members by Majority Vote, any Member or Assignee may transfer (whether by sale, assignment, exchange, mortgage, pledge, grant, hypothecation or other disposition,absolute or as security or encumbrance (including transfers by operation of law) all or a portion of the Member's or Assignee's Membership Interest, provided that no Membership Interest shall be transferred: a. without documentation satisfactory to the Managing Members that such assignment is subject to an effective registration under, or is exempt from the registration requirements of, applicable federal and state securities laws; and b. unless and until the Company receives from the Assignee such information and agreements as the Managing Members may reasonably require, including, but not limited to, a taxpayer identification number.
  • 8. 14. Right of First Refusal. If any Member receives a bona fide offer from a third party which is not a Permitted Transferee to purchase THE Member’s Membership Interests at any time and the Member is prepared to accept such offer, then the Member shall promptly provide to the other Members a written notice describing in detail the terms of the purchase offer for the Membership Interests. The other Members, or any of them, then shall have the right to purchase the Membership Interests of the Member on the same terms as are specified in said written notice of purchase offer. Within ten business days ofreceipt of such written notice of purchase offer, the otherMembers shall confirm in writing to the Member whether or not any of the otherMembers elects to purchase the Membership Interests pursuant to the right of first refusal provided herein. If all of the otherMembers elect to purchase the membership Interests of the Member on the terms set forth in the written notice of purchase offer, then they shall purchase the said Membership Interests in proportion to their respective Membership Interests in the Company, unless they agree otherwise. If none of the otherMembers elect to exercise the right of first refusal provided herein, then the Member may complete the sale of the subject Membership Interests to the offeror on the terms described in the written notice of purchase offer. Following any such sale transaction,the rights of first refusal shall continue and remain in full force and effect with respect to all Membership Interests in the Company. 15. Transfers not in Compliance with this Article Void. Any purported transfer of a Membership Interest,or any part thereof, not in compliance with this Article X shall be null and void ab initio. V. DISSOCIATION OF A MEMBER 16. Dissociation. A Person shall cease to be a Member upon the occurrence of any of the following events: 1. the withdrawal of a Member with the approval of the Members by Majority Vote; 2. in the case of a Member who is a natural person,the death of the Member or the entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage his or her personalestate; 3. in the case of a Member who is acting as a Member by virtue of being a trustee of a trust,the termination of the trust (but not merely the substitution ofa new trustee); 4. in the case of a Member that is a corporation, the filing of a certificate of its dissolution or the equivalent for the corporation or the administrative or judicial dissolution of the corporation and the lapse of ninety (90) days after notice to the corporation of such dissolution without reinstatement; 5. in the case of a Member that is an entity other than a corporation, the dissolution and commencement of winding up of the entity; 6. in the case of an estate,the distribution by the fiduciary of the estate's entire interest in the Company; 7. the Member ceases to be a Member of the Company as a result of assignment of the Member's Membership Interest; 8. unless otherwise agreed to by the written consent ofthe Members at the time, the Member:
  • 9. a. makes an assignment for the benefit of creditors; b. files a voluntary petition in bankruptcy; c. is adjudicated a bankrupt or insolvent; d. files a petition or answer seeking for the Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute,law or regulation; e. files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding of a similar nature to the foregoing; f. seeks, consents to,oracquiesces in, the appointment of a trustee, receiver or liquidator of the Member or of all or any substantialpart of the Member's properties; g. if within one hundred twenty (120) days after the commencement of any proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute,law or regulation, the proceeding has not been dismissed; or h. if within one hundred twenty (120) days after the appointment without the Member’s consent oracquiescence of a trustee,receiver or liquidator of the Member or of all or any substantialpart of the Member’s assets,the appointment is not vacated or stayed,or if within one hundred twenty (120) days after the expiration of any stay,the appointment is not vacated. 17. Rights of Dissociating Member. In the event that any Member dissociates prior to the expiration of the Term, if any,of this Agreement: 1. if the dissociation causes a dissolution and winding up of the Company, the Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member, except that any distributions to which the Member would have been entitled shall be reduced by the damages sustained by the Company directly as a result of the dissolution and winding up; and 2. if the dissociation does not cause a dissolution and winding up of the Company, the Member shall be entitled to an amount equal to the value of the Member's Membership Interest in the Company, to be paid within six (6) months of the date of dissociation,provided that the dissociating Member shall be entitled to participate as an Assignee in the Company until the value of such interest (plus interest at the prevailing interest rate) is paid in full. 18. Valuation of Membership Interest. For purposes of Section 2.2 above,the market value of the Company as a going concern shall be determined as of the date of dissociation by an appraisal conducted by a qualified professionalappraiser selected by the Managing Members. The appraisal shall take into consideration the amount of any distributions to which the Member is entitled under this Agreement and the Member's right to share in the distributions from the Company, reduced by any damages sustained by the Company directly as a result of the Member's dissociation.
  • 10. VI. ADMISSION OF ASSIGNEES AND ADDITIONAL MEMBERS 19. Rights of Assignees. The Assignee ofa Membership Interest has no right to participate in the management of the business and affairs of the Company or to become a Member. The Assignee is only entitled to receive the distributions and return of capital, and to be allocated the Net Profits and Net Losses,attributable to the Membership Interest. 20. Admission of Substitute Members. An Assignee ofa Membership Interest shall be admitted as a Substitute Member, and admitted to all of the rights of the Member who initially assigned the Membership Interest,only with the approval of the Managing Members by Unanimous Vote. If so admitted, the Substitute Member has all of the rights and powers, and is subject to all of the restrictions and liabilities, of the Member originally assigning the Membership Interest. The admission of a Substitute Member, without more, shall not release the Member originally assigning the Membership Interest from any liability to the Company incurred or accrued prior to such admission. 21. Admission of Additional Members. The Managing Members, acting by Majority Vote, may permit the admission of Additional Members and determine the Capital Contributions of such Additional Members and the representation of any such Additional Manager by a Managing Member. VII. DISSOLUTION AND WINDING UP 22. Dissolution. The Company shall be dissolved, and its affairs wound up, upon the first to occur of the following events (which, unless the Members agree to continue the business,shall constitute Dissolution Events): 1. the unanimous written consent ofall of the Members; or 2. the Dissociation of any Member, unless the business ofthe Company is continued with the consent ofall of the remaining Members within ninety (90) days after such Dissociation; or 3. the entry of a decree of judicial dissolution pursuant to the Act. 23. Effect of Dissolution. Upon dissolution,the Company shall cease carrying on the Company’s business,but the Company shall not be terminated and shall continue until (i) the filing of a Certificate of Cancellation with the Secretary of State, (ii) the completion of the winding up of the affairs of the Company, and (iii) the receipt or issuance of any required certificates or information from any other agency of the State of Delaware. 24. Distribution of Assets on Dissolution. Upon the winding up of the Company, the Company Property shall be distributed: 1. to creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of Company Liabilities; 2. to Members in accordance with positive Capital Account balances,taking into account all Capital Account adjustments for the Company's taxable year in which the liquidation occurs; liquidation proceeds shall be paid within sixty (60) days of the end of the Company's taxable year or, if later, within ninety (90) days after the date of liquidation; such distributions shall be in cash,as determined by the Managing Members by Unanimous Vote.
  • 11. 25. Winding Up. The winding up of the Company shall be completed when all debts, liabilities and obligations of the Company have been paid and discharged, or reasonably adequate provision therefor has been made, and all of the remaining Property and assets ofthe Company have been distributed to the Members, all in accordance with the Act. VIII. AMENDMENT 26. Amendment or Modification of Agreement. This Agreement may be amended or modified from time to time only by a written instrument adopted by the Managing Members by Unanimous Vote. IX. MISCELLANEOUS PROVISIONS 27. Entire Agreement. This Agreement represents the entire agreement among the Members and supersedes any and all prior correspondence, negotiations, discussions,communications, representations and statements,whether written or oral, all of which are merged herein. 28. Rights of Creditors and Third Parties under Agreement. This Agreement is entered into among the Company and the Members for the exclusive benefit of the Company, its Members, and their successors and assigns. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person who or which is not a Member of the Company. 29. Governing Law. This Agreement shall be governed by and construed and enforced under the Act and the other laws of the State of Delaware, without regard to any principles of conflicts of laws of said State which would direct the use of the law of another jurisdiction. Notice. All notices required to be given under this Agreement shall be in writing. Notice to the Company shall be considered given when mailed by first class mail, postage prepaid,addressed to any Managing Member in care of the Company at the address of the Company’s Principal Office. Notice to any other Member shall be considered given when mailed by first class mail, postage prepaid, addressed to the Member at the address set forth on Schedule A to this Agreement, unless the Member has given the Company notice of a different address.
  • 12. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates set forth beside their respective names. GLASS TECH, INC. By: _______________________ Date: December 15, 2030 Name: ____________________ Title: ______________________ Duly Authorized GREENBRIAR RECYCLING, INC. By: _____Don Henley______________ Date: December 15, 2030 Name: ____________________ Title: ______________________ Duly Authorized