finally, it's all chopped up!
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@ -60,8 +60,6 @@ power to take any action on behalf of the Company that would
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constitute a Major Decision, unless it has been
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constitute a Major Decision, unless it has been
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expressly approved in writing by the Board Of Directors.
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expressly approved in writing by the Board Of Directors.
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## Compensation of Members
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## Compensation of Members
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Except as otherwise specifically provided herein, no compensatory payment shall be made by
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Except as otherwise specifically provided herein, no compensatory payment shall be made by
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the Company to any Member for the services to the Company.
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the Company to any Member for the services to the Company.
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@ -1,21 +1,11 @@
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#Taxes
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## Members Bound
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# Board Oversight of the Company
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The Company itself and it's Members shall be overseen by Indepdent Directors, to be
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known as the “For Profit Committee”. The committee shall be governed by
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the For Profit Committee Charter.
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Changing the Committee Charter requires a unamious vote of written consent by
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the LLC members.
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### Members Bound
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Members shall be bound by the provisions of this Section in reporting their shares of
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Members shall be bound by the provisions of this Section in reporting their shares of
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Company income for income tax purposes.
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Company income for income tax purposes.
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### Tax Returns
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## Tax Returns
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The Board Of Directors shall cause to be prepared and filed all
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The Board Of Directors shall cause to be prepared and filed all
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necessary federal and state income tax returns for the Company,
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necessary federal and state income tax returns for the Company,
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including making the elections described in Section "Tax Elections".
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including making the elections described in Section "Tax Elections".
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@ -24,7 +14,7 @@ Each Member shall furnish to the Board Of Directors all pertinent
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information in its possession relating to Company operations that is
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information in its possession relating to Company operations that is
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necessary to enable such income tax returns to be prepared and filed.
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necessary to enable such income tax returns to be prepared and filed.
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### Tax Elections.
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## Tax Elections.
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The following elections shall be made on the appropriate returns of the Company:
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The following elections shall be made on the appropriate returns of the Company:
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@ -47,7 +37,7 @@ from the application of the provisions of subchapter K of chapter 1 of
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subtitle A of the Code or any similar provisions of applicable state
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subtitle A of the Code or any similar provisions of applicable state
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laws.
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laws.
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### Tax Matters Partner.
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## Tax Matters Partner.
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The Board Of Directors and CFO collectivley shall be the "**tax matters partner**"
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The Board Of Directors and CFO collectivley shall be the "**tax matters partner**"
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of the Company pursuant
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of the Company pursuant
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@ -66,7 +56,7 @@ intended to authorize such Member to take any action left to the
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determination of an individual Member under sections 6222 through 6232
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determination of an individual Member under sections 6222 through 6232
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of the Code.
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of the Code.
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### Allocations on Transfer of Interests.
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## Allocations on Transfer of Interests.
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The Company income, gain,
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The Company income, gain,
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loss or deduction allocable to any Member in respect of any interest in
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loss or deduction allocable to any Member in respect of any interest in
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the Company which may have been transferred shall be allocated during
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the Company which may have been transferred shall be allocated during
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@ -78,29 +68,3 @@ owner thereof, and the date, amount and recipient of any distribution
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which may have been made with respect to such interest.
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which may have been made with respect to such interest.
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#######################################################
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The Profits Interest Units below are issued to Party on the terms and conditions
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set forth in this Agreement.
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Party shall make no Capital Contribution to the Company in connection with the
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Profits Interest Units issued hereunder and, as a result,
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Parties Capital Account balance in the Company immediately after their receipt of
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the Profits Interest Units shall be equal to zero.
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Notwithstanding anything to the contrary contained in the LLC Agreement or set forth
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herein, with respect to the rights of Party related to, in respect of and in connection
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with the Company, Board Of Directors and other Members, Party and the Profits Interest
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Units owned thereby shall have only a right to share in or be allocated Net Profits and
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Net Losses and receive or share in distributions of the Company as set forth in
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the Agreement.
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Party agrees to execute a counterpart signature page to the Agreement, in the form
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attached hereto and shall thereupon become a Member as of the Effective Date.
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The Profits Interest Units acquired pursuant to this Agreement shall be fully
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subject to the terms and conditions contained in this Agreement, and Party
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hereby acknowledges that Participant has read and understands the terms and conditions
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contained therein.
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@ -1,6 +1,32 @@
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#Profit Interests
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#Profit Interests
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## Introduction
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The Profits Interest Units below are issued to Party on the terms and conditions
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set forth in this Agreement.
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Party shall make no Capital Contribution to the Company in connection with the
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Profits Interest Units issued hereunder and, as a result,
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Parties Capital Account balance in the Company immediately after their receipt of
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the Profits Interest Units shall be equal to zero.
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Notwithstanding anything to the contrary contained in the LLC Agreement or set forth
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herein, with respect to the rights of Party related to, in respect of and in connection
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with the Company, Board Of Directors and other Members, Party and the Profits Interest
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Units owned thereby shall have only a right to share in or be allocated Net Profits and
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Net Losses and receive or share in distributions of the Company as set forth in
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the Agreement.
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Party agrees to execute a counterpart signature page to the Agreement, in the form
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attached hereto and shall thereupon become a Member as of the Effective Date.
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The Profits Interest Units acquired pursuant to this Agreement shall be fully
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subject to the terms and conditions contained in this Agreement, and Party
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hereby acknowledges that Participant has read and understands the terms and conditions
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contained therein.
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## Prohibition on Transfer of Profits Interest Units
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## Prohibition on Transfer of Profits Interest Units
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The Profits Interest Units acquired pursuant to this Agreement may not be transferred,
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The Profits Interest Units acquired pursuant to this Agreement may not be transferred,
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@ -1,3 +1,3 @@
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---
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---
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title: "<company name> Limited Liability Company NDA & IP Assignment & Operating Agreement "
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title: "<company name> Limited Liability Company NonDisclosure , Intellectual Property Assignment , Operating Agreement"
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---
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---
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@ -22,8 +22,6 @@ boilerplate_files=(
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"../CommonBoilerplate/CommonTermsAndConditions.md"
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"../CommonBoilerplate/CommonTermsAndConditions.md"
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"../CommonBoilerplate/profInterest.md"
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"../CommonBoilerplate/profInterest.md"
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"../CommonBoilerplate/remove.md"
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"../CommonBoilerplate/remove.md"
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"../CommonBoilerplate/nda.md"
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"../CommonBoilerplate/ip-assign.md"
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"../CommonBoilerplate/OutsideCapRaise.md"
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"../CommonBoilerplate/OutsideCapRaise.md"
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"../CommonBoilerplate/AdditionalMembershipInterests.md"
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"../CommonBoilerplate/AdditionalMembershipInterests.md"
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"../CommonBoilerplate/RightsToCompanyInformation.md"
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"../CommonBoilerplate/RightsToCompanyInformation.md"
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@ -35,6 +33,9 @@ boilerplate_files=(
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"../CommonBoilerplate/Capcon.md"
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"../CommonBoilerplate/Capcon.md"
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"../CommonBoilerplate/Distributions.md"
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"../CommonBoilerplate/Distributions.md"
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"../CommonBoilerplate/Dissolution.md"
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"../CommonBoilerplate/Dissolution.md"
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"../CommonBoilerplate/Taxes.md"
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"../CommonBoilerplate/nda.md"
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"../CommonBoilerplate/ip-assign.md"
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"../CommonBoilerplate/ClosingAndSignature.md"
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"../CommonBoilerplate/ClosingAndSignature.md"
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"../SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md"
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"../SingeLLCOpAgreement/TxLLC-ForProfit-MultiMember-ProfitInterestGrant-OpAgreement.md"
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)
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)
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