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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/18/14 APX Group Holdings, Inc. S-4 128:27M Donnelley … Solutions/FA Vivint Louisiana LLC Vivint Data Management, LLC Vivint Wireless, Inc. Vivint, Inc. 313 Aviation, LLC Farmington IP LLC Ap Al LLC ARM Security, Inc. APX Group, Inc. Vivint FireWild, LLC Vivint Group, Inc. Vivint Purchasing, LLC Smartrove Inc. Ipr LLC |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 3.35M
Business-Combination Transaction
2: EX-3.17 Articles of Incorporation/Organization or Bylaws HTML 38K
3: EX-3.18 Articles of Incorporation/Organization or Bylaws HTML 47K
4: EX-3.19 Articles of Incorporation/Organization or Bylaws HTML 38K
5: EX-3.20 Articles of Incorporation/Organization or Bylaws HTML 46K
6: EX-3.21 Articles of Incorporation/Organization or Bylaws HTML 73K
7: EX-3.22 Articles of Incorporation/Organization or Bylaws HTML 43K
8: EX-3.23 Articles of Incorporation/Organization or Bylaws HTML 75K
9: EX-3.24 Articles of Incorporation/Organization or Bylaws HTML 37K
10: EX-3.25 Articles of Incorporation/Organization or Bylaws HTML 101K
11: EX-3.26 Articles of Incorporation/Organization or Bylaws HTML 37K
12: EX-3.27 Articles of Incorporation/Organization or Bylaws HTML 97K
13: EX-3.28 Articles of Incorporation/Organization or Bylaws HTML 54K
14: EX-3.29 Articles of Incorporation/Organization or Bylaws HTML 50K
15: EX-3.30 Articles of Incorporation/Organization or Bylaws HTML 38K
16: EX-3.31 Articles of Incorporation/Organization or Bylaws HTML 50K
18: EX-4.12 Instrument Defining the Rights of Security Holders HTML 53K
17: EX-4.4 Instrument Defining the Rights of Security Holders HTML 52K
19: EX-5.1 Opinion of Counsel re: Legality HTML 48K
20: EX-5.2 Opinion of Counsel re: Legality HTML 45K
21: EX-5.3 Opinion of Counsel re: Legality HTML 47K
23: EX-21.1 Subsidiaries List HTML 39K
24: EX-23.1 Consent of Experts or Counsel HTML 36K
25: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 140K
or T-2
26: EX-99.1 Miscellaneous Exhibit HTML 193K
27: EX-99.2 Miscellaneous Exhibit HTML 43K
28: EX-99.3 Miscellaneous Exhibit HTML 53K
29: EX-99.4 Miscellaneous Exhibit HTML 56K
22: EX-12.1 Statement re: Computation of Ratios HTML 62K
94: R1 Document and Entity Information HTML 51K
80: R2 Condensed Consolidated Balance Sheets HTML 177K
91: R3 Condensed Consolidated Balance Sheets HTML 50K
(Parenthetical)
97: R4 Condensed Consolidated Statements of Operations HTML 153K
118: R5 Condensed Consolidated Statements of Comprehensive HTML 83K
Loss
82: R6 Consolidated Statements of Changes in Equity HTML 125K
(Deficit)
90: R7 Condensed Consolidated Statements of Cash Flows HTML 301K
74: R8 Description of Business HTML 42K
64: R9 Significant Accounting Policies HTML 89K
120: R10 Business Combination HTML 79K
99: R11 Divestiture of Subsidiary HTML 49K
98: R12 Long-Term Debt HTML 85K
105: R13 Discontinued Operations HTML 51K
106: R14 Variable Interest Entities HTML 53K
103: R15 Balance Sheet Components HTML 71K
107: R16 Property and Equipment HTML 69K
93: R17 Goodwill and Intangible Assets HTML 79K
95: R18 Fair Value Measurements HTML 99K
101: R19 Income Taxes HTML 107K
128: R20 Stock-Based Compensation HTML 132K
114: R21 Commitments and Contingencies HTML 67K
86: R22 Related Party Transactions HTML 55K
100: R23 Segment Reporting HTML 117K
88: R24 Employee Benefit Plan HTML 42K
55: R25 Guarantor and Non-Guarantor Supplemental Financial HTML 970K
Information
115: R26 Basis of Presentation and Significant Accounting HTML 73K
Policies
124: R27 Intangible Assets HTML 68K
69: R28 Facility Fire HTML 45K
68: R29 Subsequent Event HTML 46K
72: R30 Basis of Presentation and Significant Accounting HTML 196K
Policies (Policies)
73: R31 Basis of Presentation and Significant Accounting HTML 57K
Policies (Tables)
75: R32 Business Combination (Tables) HTML 69K
44: R33 Divestiture of Subsidiary (Tables) HTML 47K
112: R34 Long-Term Debt (Tables) HTML 69K
84: R35 Discontinued Operations (Tables) HTML 49K
87: R36 Balance Sheet Components (Tables) HTML 71K
59: R37 Property and Equipment (Tables) HTML 65K
127: R38 Goodwill and Intangible Assets (Tables) HTML 102K
36: R39 Fair Value Measurements (Tables) HTML 90K
77: R40 Income Taxes (Tables) HTML 105K
117: R41 Stock-Based Compensation (Tables) HTML 145K
57: R42 Commitments and Contingencies (Tables) HTML 53K
67: R43 Segment Reporting (Tables) HTML 114K
71: R44 Guarantor and Non-Guarantor Supplemental Financial HTML 866K
Information (Tables)
81: R45 Basis of Presentation and Significant Accounting HTML 169K
Policies (Narrative) (Detail)
43: R46 Basis of Presentation and Significant Accounting HTML 62K
Policies - Changes in Company's Allowance for
Accounts Receivable (Detail)
63: R47 Business Combinations (Narrative) (Detail) HTML 118K
38: R48 Business Combinations - Summary of Purchase Price HTML 59K
Consideration (Detail)
116: R49 Business Combinations (Summary of Estimated Fair HTML 101K
Value of Assets Acquired and Liabilities Assumed)
(Details) (Detail)
56: R50 Divestiture of Subsidiary (Narrative) (Detail) HTML 63K
113: R51 Divestiture of Subsidiary (Summary of Net Gain in HTML 57K
Connection with Divestiture) (Detail)
60: R52 Divestiture of Subsidiary (Summary of Net Gain in HTML 40K
Connection with Divestiture) (Parenthetical)
(Detail)
78: R53 Long-Term Debt (Narrative) (Detail) HTML 132K
37: R54 Long-Term Debt (Summary of Outstanding Debt) HTML 70K
(Detail)
41: R55 Long-Term Debt (Summary of Outstanding Debt) HTML 57K
(Parenthetical) (Detail)
70: R56 Discontinued Operations - Discontinued Operations HTML 55K
of Disposed Business Component (Detail)
48: R57 Variable Interest Entity (Narrative) (Detail) HTML 106K
121: R58 Balance Sheet Components (Schedule of Balance HTML 85K
Sheet Component Balances) (Detail)
83: R59 Property and Equipment (Components of Property and HTML 85K
Equipment) (Detail)
104: R60 Property and Equipment (Narrative) (Detail) HTML 59K
62: R61 Changes in Carrying Amount of Goodwill (Detail) HTML 71K
65: R62 Intangible Assets (Narrative) (Detail) HTML 104K
111: R63 Intangible Assets (Schedule of Intangible Asset HTML 117K
Balances) (Detail)
108: R64 Intangible Assets (Schedule of Estimated Future HTML 62K
Amortization Expense of Intangible Assets
Excluding Patents Currently in Process) (Detail)
85: R65 Fair Value Measurements (Financial Instruments at HTML 71K
Fair Value Based on Valuation Approach Applied to
Each Class of Security) (Detail)
110: R66 Fair Value Measurements (Narrative) (Detail) HTML 150K
61: R67 Income Taxes - Additional Information (Detail) HTML 71K
89: R68 Income Taxes - Income Tax (Benefit) Provision HTML 90K
(Detail)
123: R69 Income Taxes - Schedule of Effective Income Tax HTML 77K
Rate Reconciliation (Detail)
40: R70 Income Taxes - Significant Portions of Deferred HTML 81K
Tax Assets and Liabilities (Detail)
54: R71 Income Taxes - Summary of Net Operating Loss HTML 50K
Carryforwards (Detail)
79: R72 Stock-Based Compensation - Additional Information HTML 144K
(Detail)
46: R73 Stock-Based Compensation - Summary of Incentive HTML 116K
Unit Activity (Detail)
126: R74 Stock-Based Compensation - Summary of the SAR HTML 124K
Activity (Detail)
58: R75 Stock-Based Compensation - Summary of Stock Option HTML 70K
Activity (Detail)
49: R76 Stock-Based Compensation (Stock-Based Compensation HTML 65K
Expense) (Detail)
53: R77 Commitments and Contingencies - Additional HTML 93K
Information (Detail)
42: R78 Commitments and Contingencies - Future Minimum HTML 103K
Lease Payments (Detail)
45: R79 Related Party Transactions - Additional HTML 129K
Information (Detail)
96: R80 Segment Reporting - Additional Information HTML 44K
(Detail)
51: R81 Segment Reporting (Summary of Revenue, Costs and HTML 120K
Expenses and Assets) (Detail)
122: R82 Segment Reporting and Business Concentrations - HTML 65K
Revenues and Long-Lived Assets by Geographic
Region (Detail)
76: R83 Employee Benefit Plans (Narrative) (Detail) HTML 48K
102: R84 Guarantor and Non-Guarantor Supplemental Financial HTML 53K
Information (Narrative) (Detail)
109: R85 Guarantor and Non-Guarantor Supplemental Financial HTML 205K
Information (Condensed Consolidating Balance
Sheet) (Detail)
50: R86 Guarantor and Non-Guarantor Supplemental Financial HTML 338K
Information (Condensed Consolidating Statements of
Operations and Comprehensive (Loss) Income)
(Detail)
52: R87 Guarantor and Non-Guarantor Supplemental Financial HTML 405K
Information (Condensed Consolidating Statements of
Cash Flows) (Detail)
119: R88 Facility Fire - Additional Information (Detail) HTML 49K
47: R89 Subsequent Event - Additional Information (Detail) HTML 51K
125: XML IDEA XML File -- Filing Summary XML 176K
39: EXCEL IDEA Workbook of Financial Reports XLSX 524K
66: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 4.23M
30: EX-101.INS XBRL Instance -- ck0001584423-20140930 XML 5.78M
32: EX-101.CAL XBRL Calculations -- ck0001584423-20140930_cal XML 445K
33: EX-101.DEF XBRL Definitions -- ck0001584423-20140930_def XML 1.31M
34: EX-101.LAB XBRL Labels -- ck0001584423-20140930_lab XML 2.04M
35: EX-101.PRE XBRL Presentations -- ck0001584423-20140930_pre XML 1.70M
31: EX-101.SCH XBRL Schema -- ck0001584423-20140930 XSD 287K
92: ZIP XBRL Zipped Folder -- 0001193125-14-447120-xbrl Zip 394K
| EX-3.31 |
Exhibit 3.31
ARTICLES OF ORGANIZATION
OF
VIVINT LOUISIANA LLC
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
BE IT KNOWN, that on this 27th day of March, 2013, before me, the undersigned notary public, personally came and appeared
ABRAHAM GARCIA, (hereinafter called “Appearer”), who declared that he/she is domiciled in the Parish of St. Bernard, with a mailing address of P.O. Box 1926, Chalmette, Louisiana 70044.
who further declared to me in the presence of the undersigned competent witnesses that, availing him of the provisions of the Louisiana Limited Liability Company Law (Title 12, Chapter 22, Louisiana Revised Statutes of 1950), he does hereby execute the following articles of organization for the purpose of establishing and creating a limited liability company:
ARTICLE I.
NAME
The name of the company is VIVINT LOUISIANA LLC (hereinafter referred to as the “Company”).
ARTICLE II.
PURPOSE
The purpose of the Company is to engage in any lawful activity for which limited liability companies may be formed under the Louisiana Limited Liability Company Law. This Company is not a low-profit limited liability company.
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ARTICLE III.
CERTIFICATION
Any person dealing with the LLC may conclusively rely upon a certificate of Abraham Garcia to establish the membership of any member, the authenticity of any records of the LLC, or the authority of any person or persons, including one or more of the certifying persons, to act on behalf of the LLC, including but not limited to, authority to do or take any of the following actions referenced in La. R.S. 12:1318(B):
| 1. | dissolve and wind-up the affairs of the LLC; |
| 2. | sell, exchange, lease, mortgage, pledge or transfer all or substantially all of the assets of the LLC; |
| 3. | merge or consolidate with any one or more domestic limited liability companies, partnerships in commendam, partnerships or business or nonprofit corporations; |
| 4. | incur indebtedness other than in the ordinary course of business; |
| 5. | alienate, lease or encumber any immovables of the LLC; |
| 6. | amend the Articles of Organization or the Operating Agreement; and |
| 7. | any other act that may be referenced in La. R.S. 12:1318(B). |
ARTICLE IV.
MANAGEMENT
The business of the LLC shall be managed by its Member or Members.
ARTICLE V.
TERM
The term of this LLC is perpetual.
ARTICLE VI.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF MEMBERS
Members shall not be personally liable for monetary damages for breach of any duty provided for in Louisiana Revised Statutes 12:1314, and, pursuant to Louisiana Revised Statutes
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12:1315, the Company shall indemnify to the full extent permitted by law any person who is made or threatened to be made a party to any action, suit or proceeding (whether civil, criminal, administrative or investigative) for judgments, settlements, penalties, fines, or expenses, including attorneys’ fees, incurred because he or she is or was a Member, officer, employee or agent of the Company or because he or she serves or served any other enterprise at the request of the Company.
ARTICLE VII.
DISSOLUTION
The Company shall be dissolved and its affairs shall be wound up only upon the first to occur of the following:
| 1. | the occurrence of events, if any, specified in writing in an operating agreement, if any; |
| 2. | the consent of a majority vote of the Membership Interests; or |
| 3. | the entry of a decree of judicial dissolution under Louisiana Revised Statutes 12:1335. |
ARTICLE VIII.
ACTION REQUIRING THE CONSENT OF THE MEMBERS
On all matters requiring the vote of the Members, each Member shall vote in accordance with such Member’s proportionate share of Membership Interests. A majority of the Membership Interests shall be required:
| 1. | to admit a new member; |
| 2. | to approve the transfer, sale, assignment, exchange or conveyance of a membership interest; |
| 3. | to approve the dissolution of the Company; |
| 4. | to amend these Articles of Organization; |
| 5. | to adopt or amend an Operating Agreement; |
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| 6. | to approve the sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the LLC; |
| 7. | to approve the merger or consolidation of the LLC; |
| 8. | to approve the insurance of debt by the LLC other than in the ordinary course of business; and |
| 9. | to approve the alienation lease or encumbrance of any immovables of the LLC. |
ARTICLE IX.
RESTRICTIONS ON TRANSFERS
Restrictions against and regulation of the sale and any other transfer of membership interests in this LLC not prescribed in these Articles may be prescribed in the Operating Agreement, if any, or by other agreement of the membership interests. Any provision of an operating agreement, if any, or other agreement of the members, restricting or limiting the authority of the Managers shall not be effective as to third persons, who may conclusively rely upon certificates of the authorized certifying officials as set forth in Article IV.
ARTICLE X.
AMENDMENTS TO ARTICLES OF ORGANIZATION
Amendments to the Articles of Organization for which a larger vote is not specifically made mandatory by law may be made upon a majority vote of the Membership Interests.
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THUS DONE AND SIGNED, in Baton Rouge, Louisiana, on the date first stated hereinabove, before the undersigned notary and in the presence of the undersigned competent witnesses.
| WITNESSES: | ORGANIZER: | |||||
| /s/ Amy Trotter | /s/ Abraham Garcia | |||||
|
|
| |||||
| Printed Name: | ABRAHAM GARCIA | |||||
| /s/ Francine Orcino | ||||||
|
|
||||||
| Printed Name: | ||||||
| /s/ Richard B. Easterling |
|
|
| Print name: RICHARD B. EASTERLING |
| NOTARY PUBLIC |
| My Commission is for Life |
| La. Bar/Notary ID No. 20175 |
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