Article 1: Formation Sample Clauses

Article 1: Formation. The first article of the model agreements presented with this paper contains provisions dealing with the formation and structure of the company including its name, duration, purpose, principal office and name and address of the registered agent. BOC § 3.003 states that a domestic entity (including a limited liability company) will have perpetual existence unless provided otherwise in its governing document or terminated by law. While it may sometimes be the desire of the parties for a limited liability company to exist for a finite time such as until the completion of a venture project or the sale of an asset, it is usually the expectation of the parties that the company will have perpetual existence unless otherwise agreed by the members. The model agreements included with this paper provide that the company will exist until terminated as provided in the agreement.16 Detailed provisions for the winding up and termination of the company are set forth later in the agreement.17 BOC § 3.005(a)(3) requires that a filing entity (including a limited liability company) state in its certificate of formation the purpose or purposes for which the entity is being formed, but a statement of “any lawful purpose” is allowed. It is standard practice for the certificate of formation to state the purpose as any lawful purpose and not contain a detailed description of the purpose or proposed business of the entity. Concerns regarding the relationship between the purpose clause and the business opportunity doctrine and the scope of an agent’s apparent authority may lead to use of a narrow or specific purpose clause in the certificate of formation, but in view of uncertainty as to how the ultra xxxxx doctrine applies to limited liability companies,18 many practitioners prefer to include the standard broad purpose clause in the certificate of formation and include more specific provisions in the company agreement.19
Sample 1
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Related to Article 1: Formation

  • Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity (a) Amend, modify or change its Organization Documents in a manner adverse to the Lenders. (b) Change its fiscal year. (c) Without providing ten (10) days prior written notice to the Administrative Agent, change its name, state of formation or form of organization.

  • Company Formation The Company has been formed as a limited liability company under and pursuant to the Act. The Managers shall file the Certificate and all other such instruments or documents and shall do or cause to be done all such filing, recording, or other acts, as may be necessary or appropriate from time to time to comply with the requirements of law for the formation and/or operation of a limited liability company in the State of Delaware. The Managers may also direct that the Company be registered or qualified to do business in other jurisdictions.

  • Certificate of Formation The execution of the Certificate of Formation and the filing thereof in the office of the Secretary of State of the State of Delaware are hereby ratified, confirmed and approved.

  • Contract Formation Subject to FAR Sections 1.601(a) and 43.102, the Government Order must be signed by a duly warranted contracting officer, in writing. The same requirement applies to contract modifications affecting the rights of the parties. All terms and conditions intended to bind the Government must be included within the contract signed by the Government.

  • Due Formation The Purchaser is duly formed, validly existing and in good standing in the jurisdiction of its organization. The Purchaser has all requisite power and authority to carry on its business as it is currently being conducted.

  • Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Partnership Formation and Identification 6 2.1 Formation............................................................................................ 6 2.2 Name, Office and Registered Agent.................................................................... 6 2.3 Partners............................................................................................. 6 2.4

  • Name; Formation The name of the Company shall be ARAMARK Sports and Entertainment Services, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on February 28, 1966, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

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