Filings; Agent for Service of Process. (a) The Members shall promptly after the execution of this Agreement cause the Certificate of Formation to be filed in the Office of the Secretary of State of the State of Delaware in accordance with the provisions of the Act. The Management Committee shall take, or cause to be taken, any and all actions reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Delaware, including the preparation and filing of such amendments to the Certificate of Formation and such other assumed name certificates, documents, instruments and publications as may be required by law, including, without limitation, action to reflect:
(i) A change in the Company name,
(ii) A correction of false or erroneous statements in the Certificate of Formation or the desire of the Members to make a change in any statement therein in order that it shall accurately represent the agreement among the Members, or
(iii) A change in the time for dissolution of the Company if approved by the Members as evidenced by an amendment to this Agreement (approved as provided herein).
(b) The Members and the Management Committee shall execute and cause to be filed original or amended certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.
(c) The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company or any successor as appointed by the Members in accordance with the Act.
(d) Upon the dissolution and completion of the winding up and liquidation of the Company in accordance with Section 11, the Management Committee (and, if necessary and requested by the Management Committee, the Members) shall promptly execute and cause to be filed certificates of cancellation, statements of intent to dissolve and articles of dissolution in accordance with the Act and the laws of any other jurisdictions in which the Management Committee deems such filing necessary or advisable.
Filings; Agent for Service of Process. (a) The Certificate has been filed in the office of the Secretary of State of the State of Delaware in accordance with the provisions of the Act. The Member shall take any and all actions reasonably necessary to perfect and maintain the status of the Company under the laws of the State of Delaware. The Member shall execute and file amendments to the Certificate whenever required by the Act.
(b) The Member shall execute and file such forms or certificates and may take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company under the laws of any other states or jurisdictions in which the Company engages in business.
(c) The initial registered agent for service of process on the Company in the State of Delaware, and the address of such registered agent, shall be the agent for service of process set forth in the Certificate. The Member may change the registered agent and appoint successor registered agents.
(d) Upon the dissolution and completion of winding up of the Company, the Member (or, in the event the Member no longer exists, the person responsible for the winding up of the Company pursuant to the Act) shall promptly execute and file a certificate of cancellation of the Certificate in accordance with the Act and such other documents as may be required by the laws of any other states or jurisdictions in which the Company has registered to transact business or otherwise filed articles.
Filings; Agent for Service of Process. (a) A Certificate of Limited Partnership (the "CERTIFICATE") has been filed in the office of the Secretary of State of the State of Delaware in accordance with the provisions of the Act. The General Partner shall take any and all other actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of Delaware. The General Partner shall cause amendments to the Certificate to be filed whenever required by the Act. Such amendments may be executed by the General Partner.
(b) The General Partner shall execute and cause to be filed an original or amended Certificate and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership or similar type of entity under the laws of any other state or jurisdictions in which the Partnership engages in business.
(c) The registered agent for service of process on the Partnership in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000 xx any successor as appointed by the General Partner in accordance with the Act.
(d) Upon the dissolution of the Partnership, the General Partner (or, in the event the General Partner does not wind up the Partnership's affairs, any Person elected pursuant to Section 13.02 hereof) shall promptly execute and cause to be filed certificates of cancellation in accordance with the Act and the laws of any other states or jurisdictions in which the Partnership has filed Certificates.
Filings; Agent for Service of Process. (a) The Certificate has been or shall be filed in the office of the Secretary of State of the State of Delaware in accordance with the provisions of the Act. The Member, as an “authorized person” within the meaning of the Act, shall execute, deliver and file the Certificate with the Secretary of State of the State of Delaware. The Member shall take any and all other actions reasonably necessary to perfect and maintain the status of the LLC under the laws of the State of Delaware. The Member shall execute and file amendments to the Certificate whenever required by the Act.
(b) The Member shall execute and file such forms or certificates and may take any and all other actions as may be reasonably necessary to perfect and maintain the status of the LLC under the laws of any other states or jurisdictions in which the LLC engages in business.
(c) The initial registered agent for service of process on the LLC in the State of Delaware, and the address of such registered agent, shall be the agent for service of process set forth in the Certificate. The Member may change the registered agent and appoint successor registered agents.
(d) Upon the dissolution and completion of winding up of the LLC, the Member (or, in the event the Member no longer exists, the person responsible for winding up and dissolution of the LLC pursuant to Article IV hereof) shall promptly execute and file a certificate of cancellation of the Certificate in accordance with the Act and such other documents as may be required by the laws of any other states or jurisdictions in which the LLC has registered to transact business or otherwise filed articles.
Filings; Agent for Service of Process. (a) The Board of Directors shall take any and all other actions, as may be reasonably necessary, to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of the State of Delaware and under the laws of any other jurisdictions in which the Company engages in business, including causing the Company to prepare, execute and file such amendments to the Certificate and such other assumed name certificates, documents, instruments and publications as may be required by law, including, without limitation, action to reflect:
(i) a change in the Company name; or
(ii) a correction of false or erroneous statements in the Certificate to accurately represent the agreement among the Members.
(b) The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company or any successor registered agent for service of process as shall be appointed by the Board of Directors in accordance with the Act.
(c) Upon the dissolution and completion of the winding-up and liquidation of the Company in accordance with Article 14, the Board of Directors shall cause the Company to promptly execute and file a Certificate of Cancellation in accordance with the Act and the laws of any other jurisdiction in which the Board of Directors deems such filing necessary or advisable.
Filings; Agent for Service of Process. (a) The Company’s organizer has caused the Articles to be filed with the Secretary of State of the State of Minnesota, in accordance with the provisions of the Act. The Company shall take any and all other actions reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Minnesota. The Board shall cause amendments to the Articles to be filed whenever required by the Act.
(b) The Board shall cause the Company to make such filings and take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.
(c) The name and address of the agent for service of process on the Company resident in the State of Minnesota shall be as set forth in the Articles or any successor as appointed by the Board, and the Board is hereby authorized to change the Company’s registered office or resident agent, or both, from time to time without Member vote or approval.
(d) In connection with the dissolution and completion of the winding up of the Company, the Board shall cause to be executed and filed a notice of dissolution and articles of termination whenever required by the Act, and make similar filings under the laws of any other jurisdictions in which the Board deems such filings necessary or advisable.
Filings; Agent for Service of Process. (a) Each Manager is hereby authorized to and shall execute and cause the Certificate to be filed in the office of the Secretary of State of the State of Delaware as an authorized person within the meaning of the Act. The Management Committee shall take any and all other actions reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Delaware, including the preparation and filing of such amendments to the Certificate and such other assumed name certificates, documents, instruments and publications as may be required by law, including, without limitation, action to reflect:
(i) A change in the Company name; or (ii) A correction of false or erroneous statements in the Certificate or the desire of the Members to make a change in an y statement therein in order that it shall accurately represent the agreement among the Members.
(b) The Members and the Management Committee shall execute and cause to be filed original or amended certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business. (c) The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company or any successor as appointed by the Members in accordance with the Act.
Filings; Agent for Service of Process. (a) On behalf of the Members, the Managing Member has caused to be filed and recorded an appropriate Certificate of Formation of the Company. The Managing Member shall further cause to be executed, filed and recorded and shall cause to be published, if required by law, such other certificates or other instruments as may be necessary or desirable under the laws of any state in which the Company does business.
(b) The address to which the Secretary of State shall send service of process is c/o Corporation Service Company, 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000. The Company may, upon compliance with the applicable provisions of the Act, change its registered office or registered agent from time to time in the discretion of the Managing Member.
(c) Upon the dissolution of the Company and following the wind-up and liquidation of the Company, the Managing Member shall promptly execute and cause to be filed a Certificate of Cancellation in accordance with the Act and the laws of any other states or jurisdictions in which the Company may have filed its Certificate of Formation or other certificates of qualification or existence.
Filings; Agent for Service of Process. (a) The Formation Certificate has been filed in the office of the Secretary of State of the State of Delaware on January 17, 2001 in accordance with the provisions of the Act. The Board shall take any and all other actions reasonably necessary to perfect and maintain the status of the LLC under the laws of the State of Delaware. The Board shall cause amendments to the Formation Certificate to be filed whenever required by the Act. Such amendments shall be executed by the Board.
(b) The Members hereby ratify and adopt the Formation Certificate filed with the Secretary of State of the State of Delaware and all actions taken by Xxxxx X. Xxxxxxx, Xx. in connection with the preparation and filing of the Formation Certificate.
(c) The registered agent for service of process on the LLC in the State of Delaware, and the address of such agent, shall initially be CT Corporation System, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The Board, in its sole and absolute discretion, may change the registered agent and appoint successor registered agents.
(d) Upon the dissolution of the LLC, the Board (or, in the event there are no members of the Board, the Person responsible for winding up and dissolution of the LLC pursuant to Article XI hereof), shall promptly execute and cause to ---------- be filed articles of dissolution in accordance with the Act and the laws of any other states or jurisdictions in which the LLC has registered to transact business or otherwise filed articles.
Filings; Agent for Service of Process. (a) The Manager shall take any and all other actions reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Michigan, including the preparation, execution, and filing of such amendments to and restatements of the Articles of Organization and such other assumed name certificates, documents, instruments, and publications as may be required by law, including action to reflect:
(i) A change in the Company name;
(ii) A correction of false or erroneous statements in the Articles or the desire of the Members to make a change in any statement therein in order that it shall accurately represent the agreement among the Members; or
(iii) A change in the time for dissolution of the Company as stated in the Articles and in this Operating Agreement.
(b) The Manager shall execute and cause to be filed original, amended or restated articles and certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.
(c) The registered agent for service of process on the Company in the State of Michigan shall be _________________ or any successor as appointed by the Members in accordance with the Act.
(d) Upon the dissolution and completion of the winding up of the Company in accordance with Article XIII, the Liquidator, as an authorized person within the meaning of the Act, shall promptly execute and cause to be filed a Certificate of Dissolution in accordance with the Act and the laws of any other jurisdictions in which the Liquidator deems such filing or any similar filing to be necessary or advisable.
