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The Amended and Restated Operating Agreement is utilized when significant changes to an organization's structure or operations necessitate a comprehensive update to the existing operating agreement. This document becomes essential during events such as the admission of new members, changes in capital structure, reorganization of management structure, or implementation of new regulatory requirements under Indian law. It serves to consolidate all previous amendments and modifications into a single, authoritative document, providing clarity and avoiding the need to reference multiple documents. The agreement must comply with Indian corporate law requirements, particularly the Companies Act, 2013, while addressing specific business needs such as revised voting rights, updated profit-sharing arrangements, and modified operational procedures. This document is particularly crucial for growing organizations or those undergoing structural changes, as it helps ensure smooth transitions while maintaining legal compliance.

1. Parties: Identification of all members/parties to the agreement, including their legal names, addresses, and registration details

2. Background: Context of the original agreement, reason for amendment and restatement, and effective date of the restated agreement

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Amendment and Restatement: Clear statement that this agreement amends and restates the previous operating agreement in its entirety

5. Company Formation: Details about the company's formation, registration, and purpose

6. Capital Contributions: Terms regarding initial and additional capital contributions, capital accounts maintenance

7. Membership Interests: Details of ownership percentages, classes of interests, and voting rights

8. Management Structure: Governance framework, management responsibilities, and decision-making processes

9. Meetings and Voting: Procedures for member meetings, voting requirements, and quorum

10. Distributions: Rules governing profit distributions, losses allocation, and distribution priorities

11. Transfer Restrictions: Limitations on transfer of membership interests and right of first refusal provisions

12. Exit Provisions: Terms for member withdrawal, buyout provisions, and company dissolution

13. Books and Records: Requirements for maintaining company records and member access rights

14. Confidentiality: Provisions protecting company confidential information

15. Dispute Resolution: Procedures for resolving disputes between members

16. Governing Law: Specification of Indian law as governing law and jurisdiction

17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability