Delaware Limited Liability Company Operating Agreement
Category: 270 Legal Recent Posts, LLC, Operating Agreement
OPERATING AGREEMENT
FOR
NL RADIO, LLC
A Delaware limited liability company
This Operating Agreement is entered into as of March 2, 2005 by and between K-Tahoe Investments, Ltd. (“K-Tahoe) and Front Row Films, Inc. (“FRF”) (sometimes collectively referred to as “Emmons”) and National Lampoon, Inc. (“Lampoon”), (Emmons and Lampoon and additional members who may be admitted as hereinafter provided are referred to individually as a Member and collectively as the “Members”).
A. The Members have formed a limited liability company (“Company”) pursuant to the applicable laws of the State of Delaware (the “Act”). The Certificate of Formation (the “Certificate”) of the Company filed with the Delaware Secretary of State on September 30, 2004 under the initial name of Comedy Radio Partners, LLC, is hereby adopted and approved by the Members. The Company subsequently changed its name by a filing dated March 2, 2005 to NL Radio, LLC.
B. The initial purpose of the Company is the financing and launching of a radio network whose primary purpose is to program a 24/7 entertainment/lifestyle radio format under the National Lampoon brand.
C. Emmons Media Group (predecessor in interest to K-Tahoe) and Lampoon have heretofore entered into a letter agreement dated December 21, 2004 (the “Letter Agreement”), pursuant to which the parties agreed upon the basic terms of their business relationship; this Operating Agreement is intended to supplement the terms of the Letter Agreement. However, in the event of a conflict between this Operating Agreement and the Letter Agreement, the terms of the Letter Agreement shall control. It is acknowledged by the parties that K-Tahoe has succeeded to all of the rights and obligations of Emmons Media Group under the Letter Agreement;
D. The Members are entering into this Operating Agreement in order to provide for the governance of the Company and the conduct of its business and to specify their relative rights and obligations.
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