Common use of Rights and Duties of Members Clause in Contracts

Rights and Duties of Members. 20 9.1 Limitations on Assignments of Interests by Members 36 9.2 Assignment Binding on Company 37 9.3 Substituted Members 37 9.4 Acceptance of Prior Acts 38 9.5 Permitted Transfers 38 ARTICLE 10 DISSOLUTION OF THE COMPANY; WINDING UP AND DISTRIBUTION OF ASSETS 39 10.1 Dissolution 39 10.2 Winding Up 40 10.3 Distribution of Assets 40 ARTICLE 11 AMENDMENTS 41 11.1 Amendments 41 11.2 Additional Members 41 11.3 Documentation 41 ARTICLE 12 BUY-SELL; RIGHT OF FIRST OFFER 41 12.1 Buy Sell 41 12.2 Right of First Offer 42 12.3 Closing. 43 12.4 Release from Guaranties 45 12.5 Enforcement 45 12.6 Refinancing 45 ARTICLE 13 MISCELLANEOUS 45 13.1 Further Assurances 45 13.2 Notices 46 13.3 Headings and Captions 47 13.4 Variance of Pronouns 47 13.5 Counterparts 47 13.6 Governing Law; Litigation, Jurisdiction and Waiver of Jury Trial 48 13.7 Arbitration 48 13.8 Partition 50 13.9 Invalidity 50 13.10 Successors and Assigns 50 13.11 Entire Agreement 50 13.12 Waivers 51 13.13 No Brokers 51 13.14 Confidentiality 51 13.15 No Third Party Beneficiaries 51 13.16 Power of Attorney 51 13.17 Invalidity 52 13.18 Construction of Documents 52 Schedule 1.1 List of Facilities Schedule 3.5 Major Decisions Schedule 3.7 Future Development Opportunities; Definition of Operating Margin Schedule 6.1 Initial Capital Contributions; Percentage Interests of the Members Exhibit A Annual Budget Exhibit B Indemnification and Contribution Agreement THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CHT GCI PARTNERS I, LLC, a Delaware limited liability company (the “Company”) is entered into effective as of August 31, 2012 (the “Effective Date”), by and among CHT WINDSOR MANOR AL HOLDING, LLC, a Delaware limited liability company (“CHT”), and GCI DEVELOPMENT, LLC, an Iowa limited liability company (“GCI”).

Rights and Duties of Members. 20 18 6.1 Power and Authority of Members 18 6.2 Voting Rights; Designation of Board Members 19 6.3 Liability of Members 21 6.4 Performance of Duties 21 Exhibit 10.8 2 ARTICLE VII MANAGEMENT OF THE COMPANY 22 7.1 Board of Directors 22 7.2 Committees of the Board 26 7.3 Officers 27 7.4 Further Delegation of Authority 28 7.5 Exculpation; Fiduciary Duties 29 7.6 Performance of Duties; Liability of Directors and Officers 29 7.7 Indemnification 29 7.8 Manufacturing Platform 32 7.9 [***] 33 ARTICLE VIII TAX MATTERS 33 8.1 Preparation of Tax Returns 33 8.2 Tax Elections 33 8.3 Tax Controversies 33 8.4 Tax Allocations 34 8.5 Fiscal Year; Taxable Year 34 8.6 Tax Matters Member Indemnity 34 8.7 Amendments to Address the 34 ARTICLE IX TRANSFER OF MEMBERSHIP INTERESTS; SUBSTITUTED MEMBERS 34 9.1 Limitations Restrictions on Assignments of Interests by Members 36 Transfers 34 9.2 Assignment Binding on Company 37 Void Transfers 35 9.3 Substituted Members 37 Member 35 9.4 Acceptance Effect of Prior Acts 38 Transfer 35 9.5 Permitted Transfers 38 Additional Transfer Restrictions 35 9.6 Transfer Fees and Expenses 36 9.7 Effective Date 36 ARTICLE 10 X DISSOLUTION OF THE COMPANY; WINDING UP AND DISTRIBUTION OF ASSETS 39 LIQUIDATION 36 10.1 Dissolution 39 36 10.2 Liquidation and Termination 36 10.3 Complete Distribution 37 10.4 Certificate of Dissolution 37 10.5 Reasonable Time for Winding Up 40 10.3 Distribution 37 10.6 Return of Assets Capital 37 ARTICLE XI CERTAIN AGREEMENTS 37 11.1 Information Rights 37 11.2 Required Adjustment of Percentage Interests of Members 38 11.3 Withdrawals 39 Exhibit 10.8 3 11.4 Master Services Agreements 40 ARTICLE 11 AMENDMENTS 41 11.1 XII GENERAL PROVISIONS 40 12.1 Power of Attorney 40 12.2 Amendments 41 11.2 Additional Members 41 11.3 Documentation 41 ARTICLE 12 BUY-SELL; RIGHT OF FIRST OFFER 41 12.1 Buy Sell 41 12.2 Right of First Offer 42 40 12.3 Closing. 43 Remedies 40 12.4 Release from Guaranties 45 12.5 Enforcement 45 12.6 Refinancing 45 ARTICLE 13 MISCELLANEOUS 45 13.1 Further Assurances 45 13.2 Notices 46 13.3 Headings and Captions 47 13.4 Variance of Pronouns 47 13.5 Counterparts 47 13.6 Governing Law; Litigation, Jurisdiction and Waiver of Jury Trial 48 13.7 Arbitration 48 13.8 Partition 50 13.9 Invalidity 50 13.10 Successors and Assigns 50 13.11 40 12.5 Severability 41 12.6 Counterparts 41 12.7 Applicable Law 41 12.8 Addresses and Notices 41 12.9 Creditors 41 12.10 Waiver 41 12.11 Further Action 41 12.12 Entire Agreement 50 13.12 Waivers 51 13.13 No Brokers 51 13.14 41 12.13 Delivery by E-mail 42 12.14 Survival 42 12.15 Confidentiality 51 13.15 No Third Party Beneficiaries 51 13.16 Power of Attorney 51 13.17 Invalidity 52 13.18 Construction of Documents 52 Schedule 1.1 List of Facilities Schedule 3.5 Major Decisions Schedule 3.7 Future Development Opportunities; Definition of Operating Margin Schedule 6.1 Initial Capital Contributions; Percentage Interests of the Members Exhibit A Annual Budget Exhibit B Indemnification and Contribution Agreement THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CHT GCI PARTNERS I, LLC, a Delaware limited liability company (the “Company”) is entered into effective as of August 31, 2012 (the “Effective Date”), by and among CHT WINDSOR MANOR AL HOLDING, LLC, a Delaware limited liability company (“CHT”), and GCI DEVELOPMENT, LLC, an Iowa limited liability company (“GCI”).42

Rights and Duties of Members. 2019 6.1 Power and Authority of Members 19 6.2 Voting Rights; Designation of Board Members 20 6.3 Liability of Members 21 6.4 Performance of Duties 22 ARTICLE VII MANAGEMENT OF THE COMPANY 22 7.1 Board of Directors 22 7.2 Committees of the Board 26 7.3 Officers 27 7.4 Further Delegation of Authority 28 7.5 Exculpation; Fiduciary Duties 29 7.6 Performance of Duties; Liability of Directors and Officers 29 7.7 Indemnification 29 7.8 Manufacturing Platform. 32 7.9 [***] 33 ARTICLE VIII TAX MATTERS 33 8.1 Preparation of Tax Returns 33 8.2 Tax Elections 33 8.3 Tax Controversies 33 8.4 Tax Allocations 33 8.5 Fiscal Year; Taxable Year 33 8.6 Tax Matters Member Indemnity 34 8.7 Amendments to Address the 34 ARTICLE IX TRANSFER OF MEMBERSHIP INTERESTS; SUBSTITUTED MEMBERS 34 9.1 Limitations Restrictions on Assignments of Interests by Members 36 Transfers 34 9.2 Assignment Binding on Company 37 Void Transfers 34 9.3 Substituted Members 37 Member 35 9.4 Acceptance Effect of Prior Acts 38 Transfer 35 9.5 Permitted Transfers 38 Additional Transfer Restrictions 35 9.6 Transfer Fees and Expenses 35 9.7 Effective Date 35 ARTICLE 10 X DISSOLUTION OF THE COMPANY; WINDING UP AND DISTRIBUTION OF ASSETS 39 LIQUIDATION 36 10.1 Dissolution 39 36 10.2 Winding Up 40 Liquidation and Termination 36 10.3 Complete Distribution 37 10.4 Certificate of Assets 40 ARTICLE 11 AMENDMENTS 41 11.1 Amendments 41 11.2 Additional Members 41 11.3 Documentation 41 ARTICLE 12 BUY-SELL; RIGHT OF FIRST OFFER 41 12.1 Buy Sell 41 12.2 Right of First Offer 42 12.3 Closing. 43 12.4 Release from Guaranties 45 12.5 Enforcement 45 12.6 Refinancing 45 ARTICLE 13 MISCELLANEOUS 45 13.1 Further Assurances 45 13.2 Notices 46 13.3 Headings and Captions 47 13.4 Variance of Pronouns 47 13.5 Counterparts 47 13.6 Governing Law; Litigation, Jurisdiction and Waiver of Jury Trial 48 13.7 Arbitration 48 13.8 Partition 50 13.9 Invalidity 50 13.10 Successors and Assigns 50 13.11 Entire Agreement 50 13.12 Waivers 51 13.13 No Brokers 51 13.14 Confidentiality 51 13.15 No Third Party Beneficiaries 51 13.16 Power of Attorney 51 13.17 Invalidity 52 13.18 Construction of Documents 52 Schedule 1.1 List of Facilities Schedule 3.5 Major Decisions Schedule 3.7 Future Development Opportunities; Definition of Operating Margin Schedule 6.1 Initial Capital Contributions; Percentage Interests of the Members Exhibit A Annual Budget Exhibit B Indemnification and Contribution Agreement THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CHT GCI PARTNERS I, LLC, a Delaware limited liability company (the “Company”) is entered into effective as of August 31, 2012 (the “Effective Date”), by and among CHT WINDSOR MANOR AL HOLDING, LLC, a Delaware limited liability company (“CHT”), and GCI DEVELOPMENT, LLC, an Iowa limited liability company (“GCI”).Dissolution 37