Common use of Certificate of Formation; Foreign Qualification Clause in Contracts

Certificate of Formation; Foreign Qualification. Jxx X. Brilliant, as an authorized person, within the meaning of the Act, caused the execution, delivery and filing of the Certificate of Formation of the Company (the "Certificate") in the office of the Secretary of State of the State of Delaware, in accordance with the Act on April 13, 1999. Immediately following such filing, the Managing Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware. Prior to the Company's conducting business in any jurisdiction other than the State of Delaware, the Managing Member of the Company shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Managing Member, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Managing Member of the Company, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the qualification of the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

Certificate of Formation; Foreign Qualification. Jxx Xxx X. Brilliant, as an authorized person, within the meaning of the Act, caused the execution, delivery and filing of the Certificate of Formation of the Company (the "Certificate") in the office of the Secretary of State of the State of Delaware, in accordance with the Act on April 13, 1999. Immediately following such filing, the Managing Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware. Prior to the Company's conducting business in any jurisdiction other than the State of Delaware, the Managing Member of the Company shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Managing Member, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Managing Member of the Company, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue and terminate the qualification of the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.