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Chinese Translation Samples > Finance Chinese to English Translation Sample

Summary of Limited LLC Agreement - English Source Document

Summary of Terms

Purpose. Prior to the closing of the first Unit offered hereunder, XXXXXX PROJECTS FUND, LLC will enter into an Agreement (the "Agreement") with Developer. The proceeds of the LLC will be used to partially finance the acquisition, development and operation of the Project.
Amount. The funding amount will be up to $12,xxxx, depending upon the number of Units sold in this Offering. Whether or not the maximum Loan amount is advanced, the LLC may seek alternative and additional financing.
Expenses of each person indemnified may be paid by the LLC,本有限责任公司将向上述人员支付赔偿款。in advance of the final disposition of such action, suit or proceeding, 于上述法律行动、诉讼或者法律程序的最终处理之前。as authorized by the General Member,在获得公司一般成员的授权之后。upon receipt of an undertaking to repay such amount,在收到赔偿上述金额的承诺后。unless it shall ultimately be determined that he is entitled to be indemnified by the LLC.除非最终确定该人员有权要求本有限责任公司进行赔偿,
Term; Repayment. Upon and after the First Advance hereunder, LLC shall make payments, assuming a completed $12,xxxx raise, of annual dividends at the rate per annum of Eight Percent (8%) in total to the Limited Members until expiration of 5 years from the First Advance (the "Initial Term").
Disbursement. Disbursements of LLC proceeds will be made from time to time in accordance with the Escrow Agreement and the LLC Operating Agreement. It shall be a condition of each disbursement that as of such time there shall not have been a material adverse change in the operations, assets or financial condition of the LLC and its subsidiaries, taken as a whole.
Promissory Note and Loan Collateral. The LLC will issue a Promissory Note with full recourse to the Limited Members secured by sufficient lien in the amount of the equity balance of Limited Members in the LLC.
Senior Debt. LLC may incur other debt and in connection therewith, grant security interests senior to those granted to the Limited Members under the LLC Operating Agreement.
Documents. XXXXXX PROJECTS FUND, LLC has issued a Commitment Letter to the Xxxx Technologies, Inc., a copy of which is available upon request. The Promissory Note and Security Agreement to be executed by each Member are available for review upon request.

Summary of Limited LLC Agreement

The rights and obligations of the Members of the LLC will be governed by the LLC Operating Agreement ("LLC Operating Agreement"), attached to this Offering Memorandum. It is recommended that each prospective investor read the entire LLC Operating Agreement. The following is a brief summary of some of the provisions of the LLC Operating Agreement. The summary below and all statements made elsewhere in this Offering Memorandum relating to the LLC Operating Agreement are qualified in their entirety by reference to the LLC Operating Agreement.

Purposes (Article 1, LLC Operating Agreement)

The purposes of the LLC shall be to engage in any lawful acts or activities for which limited liability companies may be formed under the Act, including for the purpose of developing Qualified Investments under the EB-5 Pilot Program.

Capital Contributions (Article 2, LLC Operating Agreement)

Each Limited Member's capital contribution must be paid at the time such Limited Member subscribes to purchase Units in this Offering and shall be paid in USD cash. Each Investor's Capital Contribution will be credited to his/her Capital Account. Terms governing the maintenance of Capital Accounts are set forth in the LLC Operating Agreement. An EB-5 Limited Member shall be conditionally accepted to the LLC upon receipt by the Escrow Account of his/her Capital Contribution and the Administrative Fee. The Capital Contribution shall be released from escrow and delivered to the Project in accordance with the Escrow Agreement. Upon release of the Capital Contribution to the Escrow Account, an EB-5 Limited Member shall be admitted to the LLC.

Allocation of Profits and Losses (Article 3, LLC Operating Agreement)

Profits and Losses for each fiscal year shall be allocated as follows: (a) first, to the Members in accordance with their Adjusted Capital Contributions, payable in proportion to the unpaid amounts thereof; and (b) the balance, to the Members in accordance with the Percentage Interests.

Distributions (Article 3, LLC Operating Agreement)

Available Cash Flow, if any, shall be distributed annually as follows: (a) to Members in payment of Mandatory Distributions (See Section 3.6 of the LLC Operating Agreement); (b) then to EB-5 Limited Members pro rata in accordance with each EB-5 Limited Member's Adjusted Capital Contribution in an amount up to each EB-5 Limited Member's Preferred Return, less amounts due to the LLC; (c) then to EB-5 Limited Members pro rata in accordance with each EB-5 Limited Member's Adjusted Capital Contribution in an amount up to each EB-5 Limited Member's Adjusted Capital Contribution; (d) then to Members pro rata in accordance with each Member's Adjusted Capital Contribution in an amount up to each Member's Adjusted Capital Contribution; and (e) then to Members in accordance with their Percentage Interests in the LLC.
The rules and regulations governing the Pilot Program prohibit the return of an EB-5 investor's investment prior to the end of the fifth year following their investment. Accordingly, the LLC shall not make distributions to EB-5 Limited Members, other than distributions from Available Cash Flow in amounts not exceeding their respective EB-5 Minimum Capital Requirement prior to the end of the fifth year after their purchase of Units. After such date the foregoing restriction shall no longer apply.

Management (Article 4, LLC Operating Agreement)

the LLC operates under the direction of a General Member. The General Member has full and complete authority, power and discretion to manage and control the business and affairs, including the management and operation of the LLC, to make all decisions regarding the business and affairs of the LLC, in its sole discretion, and to perform any and all other acts incident to or customary for the business. Limited Members have limited rights to take part in the management of, or to bind, the LLC.

Tax Withholding (Article 4, LLC Operating Agreement)

The General Member is authorized to withhold any sums required by the Internal Revenue Code even if such withholding conflicts with any of the terms and conditions of this Agreement or otherwise affects distributions, allocations or payments to the Members. In the event that the General Member learns of a withholding obligation subsequent to the distribution to which the withholding obligation relates, the General Member will issue an invoice to the Member. If the invoice is not paid within sixty (60) days, the General Member will charge the amount against the Member's Capital Account.

Indemnification (Article 5, LLC Operating Agreement)

The LLC may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action, suit or proceeding by or in the right of the LLC) by reason of the fact that he is or was a Member, officer or employee of the LLC, or is or was serving at the request of the LLC as a Member, trustee, officer or employee of another company, LLC, joint venture, trust or other enterprise, against expenses, judgments, decrees, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the LLC and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Expenses of each person indemnified may be paid by the LLC in advance of the final disposition of such action, suit or proceeding as authorized by the General Member upon receipt of an undertaking to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the LLC.

Voting (Article 7, LLC Operating Agreement)

On any matter presented to the Members for their vote, each Limited Member shall have one vote for each Unit owned by him. The following actions shall require the approval of Limited Members holding a majority of the then outstanding Units: (i) any modification to this LLC Operating Agreement materially changing the rights of the Limited
Members; and (ii) dissolution of the LLC prior to the end of the fifth year after admission of the last EB-5 Limited Member.

Transfer Restrictions (Article 8, LLC Operating Agreement).

No EB-5 Limited Member may voluntarily transfer any interest or rights in his/her Units without consent of the General Member. Additional restrictions on transfer of Units are described in the LLC Operating Agreement. No Limited Member shall have the right or power to Voluntarily Withdraw from the LLC. If any Member intends to transfer his or her Units or any part thereof to any person or entity, after obtaining required approval, such Member shall give written notice to the LLC of his intention so to transfer. Thereupon, the LLC, then the General Members, then the Limited Members shall have an option to purchase such Units at Fair Market Value (as defined in the LLC Operating Agreement).

Termination of Interest (Article 9, LLC Operating Agreement)

The LLC Interest of each EB-5 Limited Member shall be terminated by (a) dissolution of the LLC as provided in the LLC OPERATING Agreement and distribution of the proceeds of liquidation to EB-5 Limited Members in accordance herewith; (b) the Agreement of an EB-5 Limited Member, or his/her personal representative, and the General Member; (c) the return of the Capital Contributions and payment of all accrued Preferred Returns to such EB-5 Limited Member.

Dissolution and Termination (Article 10, LLC Operating Agreement).

The LLC shall be terminated and dissolved upon the first to occur of the following: If the LLC then has any EB-5 Members (a) upon vote of a Majority-In-Interest of the Members; or (b) upon the sale of all or substantially all the assets of the LLC; and if there are then no EB-5 Members of the LLC (a) upon vote of the General Member, or (b) upon sale of all or substantially all of the assets of the LLC.
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