Certificate; Foreign Qualification Clause Samples
The 'Certificate; Foreign Qualification' clause requires a party to provide evidence of its legal existence and authority to conduct business, particularly in jurisdictions outside its original place of incorporation. Typically, this involves furnishing certificates of good standing or similar documents, and, if operating in another state or country, proof of foreign qualification to do business there. This clause ensures that all parties are properly authorized and in good legal standing, thereby reducing the risk of unenforceable agreements or regulatory issues due to lack of proper registration.
Certificate; Foreign Qualification. The General Partner has previously executed and caused to be filed with the Secretary of State of the State of Delaware a Certificate of Limited Partnership, effective as of February 18, 2016, containing information required by the Act and such other information as the General Partner deemed appropriate. Prior to conducting business in any jurisdiction other than Delaware, the General Partner shall cause the Partnership to comply, to the extent such matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in such jurisdiction. Upon the request of the General Partner, each Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate as determined by the General Partner to qualify, continue, and terminate the Partnership as a limited partnership under the laws of the State of Delaware and to qualify, continue, and terminate the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in all other jurisdictions in which the Partnership may conduct business, and to this end the General Partner may use the power of attorney described in Section 6.04.
Certificate; Foreign Qualification. A certificate of limited partnership (as amended, restated or otherwise modified from time to time, the “Certificate”) governing the Partnership has been filed with the Secretary of State of Delaware. Prior to the Partnership’s conducting business in any jurisdiction other than Delaware, the General Partner shall cause the Partnership to comply, to the extent those matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in that jurisdiction. At the request of the General Partner, each Limited Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to form, qualify, continue, and terminate the Partnership as a limited partnership under the law of the State of Delaware and to qualify, continue, and terminate the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in all other jurisdictions in which the Partnership may conduct business, and to this end the General Partner may use the power of attorney described in Section 6.05.
Certificate; Foreign Qualification. The General Partner has executed and caused to be filed with the Secretary of State of Texas a Certificate, amending the Original Certificate filed on August 10, 2000 and containing information required by the Act. Prior to the Partnership’s conducting business in any jurisdiction other than Texas, the General Partner shall cause the Partnership to comply, to the extent those matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in that jurisdiction. At the request of the General Partner, each Limited Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to form, qualify, continue, and terminate the Partnership as a limited partnership under the law of the State of Texas and to qualify, continue, and terminate the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in all other jurisdictions in which the Partnership may conduct business, and to this end the General Partner may use the power of attorney described in Section 6.05.
Certificate; Foreign Qualification. 6 2.06 Term...........................................................6 2.07
Certificate; Foreign Qualification. The Certificate was filed with the Secretary of State of the State of Texas and will be amended from time to time as required by the Partnership Act. Upon the request of the General Partner, each other partner will immediately execute all certificates and other documents consistent with the terms of this Agreement that the General Partner believes are necessary or desirable for the General Partner to accomplish all filing, recording, publishing, and other acts as may be appropriate to comply with all requirements to form, operate, qualify, continue, and terminate the Partnership as (a) a limited partnership under the Partnership Act and the laws of the State of Texas and (b) a limited partnership, or a partnership in which each Partner other than the General Partner has limited liability, in all other jurisdictions where the Partnership proposes to operate.
Certificate; Foreign Qualification. Promptly following the execution of this Agreement, the General Partner shall execute and cause to be filed with the Secretary of State of the State of Texas a Certificate containing information required by the Act and such other information as the General Partner may deem appropriate. Prior to the Partnership’s conducting business in any jurisdiction other than Texas, the General Partner shall cause the Partnership to comply, to the extent those matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in that jurisdiction. At the request of the General Partner, each Limited Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to form, qualify, continue, and terminate the Partnership as a limited partnership under the law of the State of Texas and to qualify, continue, and terminate the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in all other jurisdictions in which the Partnership may conduct business, and to this end the General Partner may use the power of attorney described in Section 6.05.
Certificate; Foreign Qualification. The Managing General Partner has executed and filed with the Secretary of State of the State of Texas a Certificate containing information required by the Act and such other information as the Managing General Partner deemed appropriate. Prior to the Partnership's conducting business in any jurisdiction other than Texas, the Managing General Partner has caused or shall cause, as the case may be, the Partnership to comply, to the extent those matters are reasonably within the control of the Managing General Partner, with all requirements necessary to qualify ;he Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in that jurisdiction. At the request of the Managing General P irtner, each Partner shall execute, acknowledge, swear to, and deliver all certificates and other instruments con- forming with this Agreement that are necessary or appropriate to form, qualify, continue, and terminate the Partnership as a limited partnership under the laws of the State of Texas and to qualify, continue, and terminate the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in all ther jurisdictions in which the Partnership may conduct business, and to this end the Managing General Partner may use the Power of Attorney.
Certificate; Foreign Qualification. A Certificate that meets the requirements of the TBOC has been filed with the Secretary of State of the State of Texas and may be amended from time to time pursuant to the TBOC and this Agreement. Upon the request of the Governing Authority, each Member will immediately execute all certificates and other documents consistent with the terms of this Agreement that the Governing Authority believes are necessary or desirable for the Governing Authority to accomplish all filing, recording, publishing, and other acts as may be appropriate to comply with all requirements to form, operate, qualify, and continue the Company as a (a) limited liability company under the TBOC and the laws of the State of Texas and (b) limited liability company, or a company in which each Member has limited liability in all other jurisdictions where the Company proposes to operate.
Certificate; Foreign Qualification. Promptly following the execution hereof, the General Partner shall execute and cause to be filed with the Secretary of State of Texas a Certificate containing information required by the Act and such other information as the Managing General Partner may deem appropriate. Prior to conducting business in any jurisdiction other than Texas, the Managing General Partner shall cause the Partnership to comply, to the extent such matters are reasonably within the control of the Managing General Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in such jurisdiction.
Certificate; Foreign Qualification. The General Partner shall promptly file, on behalf of the Partnership, a certificate of limited partnership that meets the requirements of the Partnership Act with the Secretary of State of the State of Texas and shall cause such certificate of limited partnership to be amended from time to time as required by the Partnership Act. Prior to commencing any activities in any jurisdiction other than Texas, the General Partner shall, to the full extent required by or advisable under the laws of such jurisdiction, cause the Partnership to comply with all requirements for the qualification of the Partnership as a limited partnership, or a partnership in which each Partner other than the General Partner has similar limited liability, in such jurisdiction, including but not limited to appointing a registered agent and maintaining a registered office in such jurisdiction. Upon the reasonable request of the General Partner, each other Partner shall immediately execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements to form, operate, qualify, continue and terminate the Partnership as (a) a limited partnership under the Partnership Act and the laws of the State of Texas and (b) a limited partnership, or a partnership in which each Partner other than the General Partner has limited liability, in all other jurisdictions where the Partnership proposes to operate.