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- S-4/A Registration of securities issued in business combination transactions
- 3.109 Form of Certificate of Incorporation
- 3.110 Bylaws of Toll Northeast Services,inc.
- 3.111 Form of Articles of Incorporation for Guarantors Organized In Georgia.
- 3.112 Certificate of Amendment of the Certificate of Incorp.for Ese Consultants,inc.
- 3.113 Articles of Amendment of Toll Pa III GP Corp.
- 3.114 Articles of Amendment for Toll Pa III GP Corp.
- 3.115 Form of Articles of Incorp.for Guarantors Organized In the State of Washington.
- 3.116 Form of Articles of Incorp for Guarantors Organized In State of West Virginia.
- 3.117 Limited Liability Company Operating Agreement of 1450 Washington LLC.
- 3.118 Amended and Restated Limited Liability Company Operating Agreement of Arborhills
- 3.119 Second Amended and Restated Limited Liability Co. Operating Agree.of Martinsburg
- 3.120 Articles of Amendment to the Articles of Organization of Orlando Tbi Realty LLC.
- 3.121 Amended Restated Limited Liability Company Oper.agreement of PT Maxwell Holdings
- 3.122 Fourth Amended Restated Limited Liability Comp.operating Agreement of PT Maxwell
- 3.123 First Amend Fourth Amended Restated Limited Liability Company Oper.agr Ptmaxwell
- 3.124 Amended and Restated Llc.operating Agreement O Fregency at Washington I LLC.
- 3.125 Form of Certificate of Formation for the Guarantors Organized Stateoftexas.
- 3.126 Form of Limited Liability Company Operating Agreement
- 3.127 Form of First Amendment to Limited Liability Company Operating Agreement
- 3.128 Certificate of Amendment for Toll Ca I LLC.
- 3.129 Form of Limited Liability Company Operating Agreement
- 3.130 First Amend to Limited Liability Company Operating Agreement for Toll Ca I LLC.
- 3.131 Form of Articles of Org.for the Guarantors Organized In the State of Colorado.
- 3.132 Form O Flimited Liability Company Operating Agreement
- 3.133 Form Ofarticles of Organization for Guarantors Organized In the State of Nevada.
- 3.134 Form of Limited Liability Company Operating Agreement
- 3.135 Form of Articles of Org. for Guarantors Organized In the State of Indiana.
- 3.136 Certificate of Conversion for Toll Jupiter LLC.
- 3.137 Articles of Amendment for Toll Jupiter LLC.
- 3.138 Second Amended,restated Limited Liability Company Operating Agreement
- 3.139 Form of Limited Liability Company Operating Agreement
- 3.140 Articles of Amendment for Toll MD III LLC.
- 3.141 Articles of Amendment for Toll MD IV LLC.
- 3.142 Form of Limited Liability Company Operating Agreement
- 3.143 Form of Third Amended,restated Limited Liability Company Operating Agreement
- 3.144 Limited Liability Company Operating Agreement Oft Olltx Note LLC.
- 3.145 First Amend to Limited Liability Company Operating Agreement of Toll TX Notellc.
- 3.146 Form of Limited Liability Company Operating Agreement
- 3.147 Form of Certif.limited Partnership for Guarantors Organized In State of Georgia.
- 3.148 Certificate of Amendment for Toll Pax II,L.P.
- 3.149 Form of Certif. of Limitedpartnership Forguarantors Organized State of Washingto
- 3.150 Form of Certificate O Flimited Partnership
- 5.2 Opinion of John Mcdonald, General Counsel to Toll Brothers,inc.
- 8.1 Opinion of Simpson Thacher & Bartlett LLP Regarding Certain U.S. Tax Matters
- 23.3 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm .
- 23.4 Consent of Weisermazars LLP, Independent Registered Public Accounting Firm .
- 99.1 Form of Letter of Transmittal
- 24 Feb 12 Registration of securities issued in business combination transactions (amended)
- 29 Sep 05 Registration of securities issued in business combination transactions
- 16 Apr 04 Registration of securities issued in business combination transactions
- 10 Oct 03 Registration of securities issued in business combination transactions
Exhibit 3.123
FIRST AMENDMENT TO
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY
OPERATING AGREEMENT OF PT MAXWELL, L.L.C.
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Amendment”) is entered into as of February 16, 2011 by PT Maxwell Holdings, LLC, a New Jersey limited liability company (“Holdings”).
BACKGROUND
A. Holdings is the sole member (the “Sole Member”) of PT Maxwell, L.L.C., a New Jersey limited liability company (the “Company”).
B. The Sole Member entered into a Fourth Amended and Restated Limited Liability Company Operating Agreement (the “Agreement”) of the Company on November 22, 2010.
C. Pursuant to Section 16 of the Agreement, the Agreement may only be modified, altered, supplemented or amended pursuant to a written agreement executed by the Sole Member.
D. The Sole Member desires to amend Section 9(iv) of the Agreement.
NOW THEREFORE, intending to be legally bound hereby, the Sole Member removes the existing language in Section 9(iv) of the Agreement and replaces it with the following language:
The Sole Member hereby appoints the following officers of Toll Bros., Inc., a Pennsylvania corporation, as authorized representatives (the “Authorized Representatives”) of the Company:
Chief Executive Officer President Chief Financial Officer Assistant Treasurer General Counsel |
Any one of the Authorized Representatives are individually authorized, on behalf of the Company, to (i) enter into any agreement for cash management products and services relating to bank accounts and/or other general banking services, including, without limitation, electronic funds transfer services, electronic information services, automated clearing house services, fraud prevention serves and automated sweep investment services; (ii) do any and all necessary acts relating to the opening, maintaining and closing of bank accounts; (iii) add authorized signatories to bank accounts for the purpose of signing checks, drafts, instruments or other orders for the payment or transfer of funds; (iv) remove authorized signatories from bank accounts and (v) withdraw and transfer funds between bank accounts.
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IN WITNESS WHEREOF, the Sole Member has executed this Amendment as of the date first written above.
PT MAXWELL HOLDINGS, LLC | ||
SOLE MEMBER | ||
By: |
| |
David A. Larkin | ||
Assistant Vice President & | ||
Assistant Secretary |
2