FORMATION AND CONTINUATION OF LIMITED LIABILITY COMPANY Sample Clauses

FORMATION AND CONTINUATION OF LIMITED LIABILITY COMPANY. The Fund was formed as a limited liability company pursuant to the Certificate and the Limited Liability Company Agreement, dated as of April 6, 2004 (the "Initial Agreement"), executed by the Organizational Member. This Agreement amends and restates and replaces the Initial Agreement in its entirety. The Members agree to continue the Fund as a limited liability company pursuant to this Agreement and further agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The Managing Member is designated an "authorized person" within the meaning of the Delaware Act and will cause to be executed and filed in accordance with the Delaware Act any amendment to the Certificate and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the Managing Member 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 Managing Member determines that the Fund should do business, or any political subdivision or agency of any such jurisdiction, or that the Managing Member determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Fund.
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FORMATION AND CONTINUATION OF LIMITED LIABILITY COMPANY. The Fund was formed as a limited liability company pursuant to the Certificate and the Limited Liability Company Agreement dated as of April 6, 2004 and executed by the Organizational Member (the "Initial Agreement"). The Initial Agreement was amended and restated and replaced in its entirety by the Amended and Restated Limited Liability Company Agreement dated as of May 26, 2004 and executed by the Organizational Member and the Members (the "Original Agreement"). This Agreement amends and restates and replaces the Original Agreement in its entirety. The Members agree to continue the Fund as a limited liability company pursuant to this Agreement and further agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The Managing Member is designated an "authorized person" within the meaning of the Delaware Act and will cause to be executed and filed in accordance with the Delaware Act any amendment to the Certificate and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the Managing Member 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 Managing Member determines that the Fund should do business, or any political subdivision or agency of any such jurisdiction, or that the Managing Member determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Fund.
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FORMATION AND CONTINUATION OF LIMITED LIABILITY COMPANY. The Fund was formed as a limited liability company pursuant to the Certificate and the Limited Liability Company Agreement dated as of April 6, 2004 (the “Initial Agreement”). The Initial Agreement was amended and restated and replaced in its entirety by the Amended and Restated Limited Liability Company Agreement dated as of May 26, 2004 and the Amended and Restated Limited Liability Company Agreement dated as of April 1, 2006 (the “April 2006 LLC Agreement”). The April 2006 LLC Agreement was amended and restated and replaced in its entirety by the Amended and Restated Limited Liability Company Agreement dated as of August 25, 2010 (the “August 2010 LLC Agreement”). The August 2010 LLC Agreement was amended and restated and replaced in its entirety by the Amended and Restated Limited Liability Company Agreement dated as of July 1, 2015 (the “July 2015 LLC Agreement”). The July 2015 LLC Agreement was amended and restated and replaced in its entirety by the Amended and Restated Limited Liability Company Agreement dated as of January 1, 2017 (the “January 2017 LLC Agreement”). This Agreement amends and restates and replaces the January 2017 LLC Agreement in its entirety. The Members agree to continue the Fund as a limited liability company pursuant to this Agreement and further agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. For purposes of reflecting the name change referenced in Section 2.2 below, the President of the Fund is hereby designated as an “authorized person” within the meaning of the Act, to execute, deliver and file the Amended and Restated Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Amended and Restated Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased and thereupon the Board of Directors may designate one or more Officers of the Fund as an “authorized person” within the meaning of the Delaware Act who will cause to be executed and filed in accordance with the Delaware Act any amendment to the Certificate and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the Board of Directors 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 Boar...
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FORMATION AND CONTINUATION OF LIMITED LIABILITY COMPANY. The Company was previously formed as a limited liability company pursuant to the provisions of the Act and upon the filing of the Articles of Organization with the Secretary of State of the State of California. The Members hereby amend and restate the Original LLC Agreement by substituting this Agreement in its entirety for the Original LLC Agreement and continuing the Company as a limited liability company pursuant to the Act for the purposes and upon the terms and conditions set forth in this Agreement. The rights and liabilities of all Members shall be as provided under the Act, the Articles of Organization and this Agreement.
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FORMATION AND CONTINUATION OF LIMITED LIABILITY COMPANY 
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Related to FORMATION AND CONTINUATION OF LIMITED LIABILITY COMPANY

  • 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.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • 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.

  • 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.

  • Limited Liability Company Existence (a) During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • 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 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.

  • 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.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

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