Spe Operating Agreement

Holdco has complied with and will continue to comply with all essential procedures and formalities relating to its separation required by its organizational documents (as approved by Clearwire) and by its corporate agreement (as approved by Clearwire) and by the laws of the states where the EDC`s opportunity channels are located. A narrow definition of LLC`s business may protect LLC from acts performed, on behalf of the LLC, by the executive member or by an officer, that are not related to the stated purpose of the business, given that such acts would not be permitted under the LLC agreement and, therefore, LLC is not responsible for these acts. Sharing is a fair remedy that can be voluntary or involuntary (mandatory). If the co-owners of immovable property or personal property are unable to agree on the use, assignment or other material matters concerning immovable property, an owner may apply to a court to share ownership or to impose the sale of the property. Thus, it is customary to include in company agreements for rental LLCs a provision obliging members to waive their right of division as a remedy for company agreements. However, the LLC company agreement should provide for appropriate remedial measures or exit strategies in the event of a potential deadlock situation, while avoiding the need for a judicial division. The most important decisions related to the management of real estate LLCs should be explicitly defined in corporate agreements for rental LLCs. Important decisions often need to be approved unanimously, unless a percentage threshold is preferred for important decisions, so that one or a small number of minority owners cannot impose a freeze (which can lead to business disruption and loss of value in the real estate project). Over the past two weeks, Edwards Law has focused on limited liability companies – why you want them, how to train them, how to make your LLC bulletproof; and how to protect them if a member of your LLC goes bankrupt. This week, the focus will be on the real estate LLC and some of the provisions you should include in business agreements for rental LLCs. This Agreement, the Credit Facility, the SPE Corporate Agreement, the CCIB Instrument of Incorporation and the Shareholders` Agreement between spe, Cetus and IBP Management Holdings, LLC, which may be amended, amended, supplemented or cancelled from time to time, contain the entire agreement between the Parties or between them with respect to the subject matter of this Agreement and supersede all prior agreements and understandings between them, which concern the subject matter of this Agreement.

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