HomeMy WebLinkAboutA_Proof_of_Signing_Authority_20170421_v1CONSOLIDATED LIMITED LIABILITY COMPANY AGREEMENT OF
RVA LAND LLC, R3M LLC, RVA CENTER LLC, RVA CINEMA LLC, AND
RVA OFFICE LLC
(all Washington Limited Liability Companies)
Dated and Effective
as of
4849-5984-7937131476718100002
CONSOLIDATED LIMITED LIABILITY COMPANY AGREEMENT OF
RVA LAND LLC, R3M LLC, RVA CENTER LLC, RVA CINEMA LLC, AND
RVA OFFICE LLC
,THIS CONSOLIDATED LIMITED LIABILITY COMPANY AGREEMENT (the
Consolidated Agreement") is made and entered into effective as of
between and among the managers and members of
RVA LAND LLC, R3M LLC, RVA CENTER LLC, RVA CINEMA LLC, and RVA OFFICE
LLC (all Washington limited liability companies):
(a) as the Managers:
(1)
SMG LAND LLC;
(2)
SMG CENTER LLC;
(3)
SMG CINEMA LLC;
(4)
SMG OFFICE LLC;
and
(b) as the Members:
(1) MICHAEL SANDORFFY and HENRIKA SANDORFFY,
(2) MORRIS D. MUSCATEL and CYNTHIA MUSCATEL;
(3) ROY BENNION and MOLLY BENNION;
(4) MICHAEL GOLDFARB;
(5) SMG LAND LLC;
(6) SMG CENTER LLC;
(7) SMG CINEMA LLC;
(8) SMG OFFICE LLC.
RECITALS
WHEREAS the Parties to this Consolidated Agreement are members of the
following Washington limited liability companies:
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4849-5984-7937131476718100002
RVA LAND LLC
R3M LLC
RVA CENTER LLC
RVA CINEMA LLC, and
RVA OFFICE LLC (hereafter, the "RVA Entities");
WHEREAS, by their mutual consent, the parties to this Consolidated Agreement
have formed each of the RVA Entities as limited liability companies pursuant to the
Limited Liability Company Act and the laws of the state of Washington, for the primary
purpose of holding, refinancing, and managing the Property (or Properties), as defined
below, until its sale or other disposition;
WHEREAS the respective real property (or properties) held and managed by
each of the RVA Entities are interrelated;
WHEREAS the management and Members of each of the RVA Entities are
identical;
WHEREAS the terms of each of the RVA Entities are identical;
WHEREAS the parties to this Consolidated Agreement wish to consolidate the
operating agreements of each of the RVA Entities to simplify holding, managing,
refinancing, selling or otherwise disposing of the Property (or Properties);
WHEREAS, the parties to this Consolidated Agreement wish to set forth in one
single written controlling agreement the terms and conditions upon which they shall
continue to conduct the business of each of the RVA Entities; and
WHEREAS, the parties to this Consolidated Agreement agree that in case of any
ambiguity, this Consolidated Agreement will control over any previous agreement;
NOW THEREFORE, in consideration of the mutual covenants of the parties,
each to the other, and of good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
ARTICLE 1 -- DEFINITIONS AND INTERPRETATIONS
1.1 Definitions. The following terms used in this Agreement shall have the
following meanings (unless otherwise expressly provided herein):
"Act" means the Washington Limited Liability Company Act, as amended (RCW
Ch. 25.15).
"Assignee" means the holder or transferee of an interest in the Company who
has not been admitted as a Member of the Company. An Assignee shall have no right
to participate in the Management of the business and affairs of the Company. An
Assignee is entitled to share in such profits and losses, to receive such distributions,
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Accordingly, each Member hereby confirms that they acquired the Membership
Interests for such Member's own account and not with a view to the resale or
distribution thereof. Each Member acknowledges that the Membership Interests may
not be offered or sold to anyone unless there is an effective registration or other
qualification relating thereto under all applicable Securities Ads or unless such Member
delivers to the Company an opinion of counsel, satisfactory to the Company, that such
registration or other qualification is not required. The Members understand that the
Company is under no obligation to register the Membership Interests or to assist any
Member in complying with any exemption from registration under the Securities Acts.
above. Executed by the undersigned Members and Managers as of the date first written
MEMBERS OF THE RVA ENTITIES
Micha dorffy
' �_ �
Moms D. Muscatel
Michael Goldfarb
MANAGING MEMBERS OF THE RVA
ENTITIES:
SMG CINEMA LLC, a Washington'limited
liability company
By
Micha Sandorffy�Man���
SMG OFFICE LLC, a Washington limited
liabWMichandorffy,
By- -r
4 849-59 8 4-7 9 3 712147 67 1 8W0002 22
Henrika Sando
Cynthia uscatel
Molly en ' n
SMG CENTER LLC, a Washington limited
liability comany
By`�
Mi andorffy, Mana
SMG LAND LLC, a Washington limited liability
company
By "7-717P
M andorffy, anag
Accordingly, each Member hereby confirms that they acquired the Membership
Interests for such Member's .own account and not with a view to the resale or
distribution thereof. Each Member acknowledges that the Membership Interests may
not be offered or sold to anyone unless there is an effective registration or other
qualification relating thereto under all applicable Securities Acts or unless such Member
delivers to the Company an opinion of counsel, satisfactory to the Company, that such
registration or other qualification is not required. The Members understand that the
Company is under no obligation to register the Membership Interests or to assist any
Member in complying with any exemption from registration under the Securities Acts.
above. Executed by the undersigned Members and Managers as of the date first written
MEMBERS OF THE RVA ENTITIES
Mic dorffy
Moms D. Muscatel
MANAGING MEMBERS OF THE RVA
ENTITIES:
SMG CINEMA LLC, a Washington limited
liab' 'ty company
Mic Sandorffy, Ma
SMG OFFICE LLC, a Washington limited
liabili c
By
iZandorfly,
MM _
4849-5984-7937121476718100062 22
r
Cynthia Muscatel
Molly Be ion
SMG CENTER LLC, a Washington limited
liabili company
By
Mi andorffy, M er
SMG LAND LLC, a Washington limited liability
company
By �e
Mic a andoft. Mar�R-Jcr