Title: Colorado Operating Agreement between NBC Internet, Inc. and Velocity, Inc. Introduction: In Colorado, an operating agreement is a vital legal document that outlines the structure, operation, and management of a limited liability company (LLC). This detailed description provides an overview of the Colorado Operating Agreement between NBC Internet, Inc. and Velocity, Inc., highlighting its significance and potential variations. Key Agreement Terms and Provisions: 1. Structure and Formation: — The Colorado Operating Agreement establishes the legal framework for the formation and organization of the LLC between NBC Internet, Inc. and Velocity, Inc. — Defines the ownership interests or membership percentages held by each party, allocating rights and responsibilities accordingly. 2. Management and Decision-making: — Identifies the roles and responsibilities of managers, members, and directors within the LLC. — Describes the decision-making process, mechanisms, and voting rights of both parties. — Outlines how meetings will be conducted, minutes recorded, and resolutions passed. 3. Capital Contributions and Profits: — Details the financial contribution expected from each party at the formation and subsequently. — Specifies the sharing of profits and losses, including the distribution of funds and allocation mechanisms. — Indicates how additional capital contributions will be handled, outlining rights, restrictions, and potential dilution. 4. Transfer of Membership Interests: — Addresses the conditions and restrictions associated with transferring membership interests between NBC Internet, Inc. and Velocity, Inc. — Sets guidelines for assigning, selling, or pledging membership interests, including any necessary consent requirements. 5. Dissolution and Exit Strategy: — Outlines the procedures and requirements for dissolving the LLC and liquidating assets. — Specifies events triggering dissolution, such as bankruptcy, agreement expiration, or mutual consent. — Defines how remaining assets will be distributed, potential liabilities addressed, and any necessary notifications made to third parties. Types of Colorado Operating Agreements: 1. Standard Colorado Operating Agreement: — This is a comprehensive agreement that covers all necessary provisions and general terms required to establish and govern the NBC Internet, Inc. and Velocity, Inc. partnership. 2. Customized Colorado Operating Agreement: — Depending on specific needs and circumstances, NBC Internet, Inc. and Velocity, Inc. may opt for a customized agreement, tailored to their unique requirements. — Customizations may include additional clauses, provisions, or alterations to accommodate their respective business objectives. Conclusion: The Colorado Operating Agreement between NBC Internet, Inc. and Velocity, Inc. establishes the legal foundation for their LLC, clarifying ownership, management, financial, and decision-making aspects. Utilizing a carefully crafted operating agreement enables both parties to clearly define their roles and responsibilities, ensure effective governance, and mitigate potential disagreements or disputes.
Colorado Operating Agreement between NBC Internet, Inc. and Telocity, Inc.
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