Corporate, Partnership and/or Limited Liability Company Proceedings Sample Clauses

Corporate, Partnership and/or Limited Liability Company Proceedings. The Administrative Agent shall have received certificates of the Secretary, or other officer acceptable to the Administrative Agent, of each Loan Party, other than the Inactive Subsidiaries, and of its general partner, manager or managing member, here applicable, dated as of the Closing Date as to (i) true, correct and complete copies of the Governing Documents of such Loan Party and of each general partner, manager or managing member of such Loan Party, in each case in effect on such date, (ii) true copies of all corporate, partnership and limited liability company action taken by such Loan Party, and its general partner or managing member, if applicable, relative to this Agreement and the other Loan Documents and (iii) the incumbency and signature of the respective officers of such Loan Party (or its general partner or managing member on its behalf) executing this Agreement and the other Loan Documents, together with evidence satisfactory to the Administrative Agent of the incumbency of such Secretary, or other officer acceptable to the Administrative Agent.
Sample 1
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Corporate, Partnership and/or Limited Liability Company Proceedings. The Administrative Agent shall have received certificates of the Secretary, or other officer acceptable to the Administrative Agent, of each Loan Party, other than the Inactive Subsidiaries, and of its general partner, manager or managing member, where applicable, dated as of the Closing Date as to (i) true, correct and complete copies of the Governing Documents of such Loan Party and of each general partner, manager or managing member of such Loan Party, in each case in effect on such date, (ii) true copies of all corporate, partnership and limited liability company action taken by such Loan Party, and its general partner or managing member, if applicable, relative to this Agreement and the other Loan Documents and (iii) the incumbency and signature of the respective officers of such Loan Party (or its general partner or managing member on its behalf) executing this Agreement and the other Loan Documents, together with evidence satisfactory to the Administrative Agent of the incumbency of such Secretary, or other officer acceptable to the Administrative Agent. The Administrative Agent shall have received certificates from the appropriate Secretaries of State or other applicable Governmental Authorities dated not more than thirty (30) days before the Closing Date showing the good standing of each Loan Party, other than the Inactive Subsidiaries, and its general partner or managing member, if applicable, in its state of incorporation or organization and each state in which it is qualified to do business.
Sample 1

Related to Corporate, Partnership and/or Limited Liability Company Proceedings

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • The Limited Liability Company The Members have created a limited liability company: The operations of the Company shall be governed by the laws located in the State of Governing Law and in accordance with this Agreement as follows:

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Limited Liability Company The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership. (b) The Partnership is formed for the object and purpose of (and the nature of the business to be conducted by the Partnership is) engaging in any lawful activity for which limited partnerships may be formed under the Delaware Act and engaging in any and all activities necessary or incidental to the foregoing.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • Limited Liability Except as provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

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