Duly Converted and Formed. As of the Effective Time, the Partnership will have duly converted into the form of a Delaware limited liability company in accordance with the Act, the Partnership Act and the Partnership Agreement. The transactions contemplated hereby and the Farmland Purchase Agreement do not violate or contravene the Partnership Agreement, and all action of the Partnership necessary to authorize the Conversion and the effectiveness of this Agreement has been taken. The Company will be a duly formed and validly existing limited liability company under the Act, with all necessary power and authority under the Act to issue the Interests to be issued to the Members hereunder.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (National Beef Packing Co LLC), Limited Liability Company Agreement (Nb Finance Corp), Limited Liability Company Agreement (National Beef Packing Co LLC)
Duly Converted and Formed. As of the Effective Time, the The Partnership will have has duly converted into the form of a Delaware limited liability company in accordance with the Act, the Partnership Act and the Partnership Agreement. The transactions contemplated hereby and the Farmland Membership Interest Purchase Agreement do not violate or contravene the Partnership Prior LLC Agreement, and all action of the Partnership Company necessary to authorize the Conversion and the effectiveness of this Agreement has been taken. The Company will be a duly formed and validly existing limited liability company under the Act, with all necessary power and authority under the Act to issue the Interests to be issued to the Members hereunder.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Leucadia National Corp), Membership Interest Purchase Agreement (National Beef Packing Co LLC)
Duly Converted and Formed. As of the Effective Time, the The Partnership will have has duly converted into the form of a Delaware limited liability company in accordance with the Act, the Partnership Act and the Partnership Agreement. The transactions contemplated hereby and the Farmland Membership Interest Purchase Agreement do not violate or contravene the Partnership Initial LLC Agreement, and all action of the Partnership Company necessary to authorize the Conversion and the effectiveness of this Agreement has been taken. The Company will be a duly formed and validly existing limited liability company under the Act, with all necessary power and authority under the Act to issue the Interests to be issued to the Members hereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (National Beef Packing Co LLC)
