Formation; Continuation. The Partnership was formed as of the Formation Date under and pursuant to the provisions of the Act as a limited partnership, and in connection therewith, the Certificate was filed with the Secretary of State pursuant to the Act. The parties hereto hereby continue the Partnership as a limited partnership under and pursuant to the provisions of the Act and agree that the rights, duties and liabilities of the Partners shall be as provided in the Act, except as otherwise provided herein. Without limiting the foregoing, the General Partner hereby continues as the general partner of the Partnership, and each Limited Partner hereby continues as a limited partner of the Partnership. The General Partner and the Limited Partners hereby amend and restate the Prior LPA and enter into this Agreement. In the event of any inconsistency between any term or condition contained in this Agreement and any non-mandatory provision of the Act, the terms and conditions contained in this Agreement shall govern. A Person shall be deemed to be admitted to the Partnership as a Limited Partner at the time (a) this Agreement or a joinder hereto is executed by or on behalf of such Person, and (b) such Person is listed by the General Partner as a limited partner of the Partnership on the Register.
Formation; Continuation. The Initial Member formed the Company as a limited liability company pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. The Company has been governed since the date of the Certificate pursuant to the terms of this Agreement. The Initial Member hereby agrees to continue the Company as a limited liability company under and pursuant to the Act and agrees that, except as expressly provided herein to the contrary, the rights and obligations of the Members and the administration and termination of the Company shall be governed by the Act. The Initial Member, on behalf of itself and the other Members, shall execute all documents and perform all acts as may be necessary or appropriate to comply with the requirements for the formation and operation of the Company under the laws of the State of Delaware and all other jurisdictions where the Company may conduct business.
Formation; Continuation. The Partnership is a limited partnership formed and continued pursuant to the provisions of the Act and upon the terms and conditions set forth in the Prior Agreement. The Partners hereby continue the Partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement which amends and restates the Prior Agreement in its entirety as of the date hereof. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.
Formation; Continuation. The Initial Member formed the Company as a limited liability company pursuant to the provisions of the Act. The Initial Member hereby agrees to continue the Company as a limited liability company under and pursuant to the Act and agrees that, except as expressly provided herein to the contrary, the rights and obligations of the Members and the administration and termination of the Company shall be governed by the Act. The Initial Member, on behalf of itself and the other Members, shall execute all documents and perform all acts as may be necessary or appropriate to comply with the requirements for the formation and operation of the Company under the laws of the State of Delaware and all other jurisdictions where the Company may conduct business.
Formation; Continuation. The Partnership was formed as of the Formation Date under and pursuant to the provisions of the Act as a limited partnership, and in connection therewith, the Certificate was filed with the Secretary of State pursuant to the Act. The parties hereto hereby continue the Partnership as a limited partnership under and pursuant to the provisions of the Act and agree that the rights, duties and liabilities of the Partners shall be as provided in the Act, except as otherwise provided herein. Without limiting the foregoing, the General Partner xxxxxx continues as the general partner of the Partnership, and each Limited Partner hereby continues as a limited partner of the Partnership. The General Partner and the
Formation; Continuation. 23 Section 2.2 Name.......................................................
Formation; Continuation. The Partnership has been organized as a Delaware limited partnership by the execution and filing of the Certificate of Limited Partnership under and pursuant to the Act. The rights, powers, duties, obligations and liabilities of the Partners shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Partner are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. The Persons listed on the Unit Register as limited partners of the Partnership as of the date hereof shall be admitted to the Partnership, or shall continue, as applicable, as Limited Partners upon their execution of this Agreement.
Formation; Continuation. The Company was formed as a Delaware limited liability Company by the filing of a Certificate of Formation (as amended, supplemented or otherwise modified from time to time, the “Certificate”) with the Secretary of State of the State of Delaware pursuant to the Act on the Formation Date and is being continued pursuant to the terms of this Agreement.
Formation; Continuation. The Company has been organized as a Delaware limited liability company under and pursuant to the Act by the filing of the Certificate, and is being continued pursuant to the terms of this Agreement.
Formation; Continuation. The Company was originally incorporated on July 28, 1987 as a Delaware corporation and will be converted to a Delaware limited liability company on the Closing Date by the simultaneous filing of a Certificate of Formation and a Certificate of Conversion to Limited Liability Company (each in the form attached hereto as Annex A and B, respectively) with the Secretary of State of the State of Delaware pursuant to the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, each as amended from time to time (the “DGCL” and the “Delaware Act”, respectively) (the “Conversion”). Following the Conversion, the Managing Member hereby adopts and ratifies the Certificate of Formation, as amended, and all acts taken by the sole organizer in connection therewith. The Managing Member agrees to continue the Company as a limited liability company under the Delaware Act, upon the terms and subject to the conditions set forth in this Agreement, as amended from time to time.
