Formation; General Terms; Effective Date. The LLC was formed upon the filing of the Certificate of Formation with the Delaware Secretary of State, a copy of which is attached hereto as Exhibit A. The Persons listed on the attached Information Exhibit shall be admitted to the LLC as Members upon their execution of this Agreement. This Agreement shall be effective as of the date of the closing of the transactions contemplated by the Membership Interest Purchase Agreement (the “Effective Date”). The rights and obligations of the Members and the terms and conditions of the LLC shall be governed by the Act and this Agreement, including all the Exhibits to this Agreement. To the extent the Act and this Agreement are inconsistent with respect to any subject matter covered in this Agreement, this Agreement shall govern to the extent permitted by law. The Board shall cause to be executed and filed on behalf of the LLC all other instruments or documents, and shall do or cause to be done all such filing, recording, or other acts, including the filing of the LLC’s annual report with the Delaware Secretary of State, as may be necessary or appropriate from time to time to comply with the requirements of law for the continuation and operation of a limited liability company in Delaware and in the other states and jurisdictions in which the LLC shall transact business.
Formation; General Terms; Effective Date. The LLC was formed upon the filing of the Articles of Organization with the Secretary of State of the State of California. To the extent not previously a Member, each Person listed on the attached Information Exhibit shall be admitted to the LLC as a Member upon their execution of this Agreement. This Agreement shall be effective as of December 28, 2016 (the “Effective Date”). The rights and obligations of the Members and the terms and conditions of the LLC shall be governed by the Act and this Agreement, including all the Exhibits to this Agreement. To the extent the Act and this Agreement are inconsistent with respect to any subject matter covered in this Agreement, this Agreement shall govern. The Board shall cause to be executed and filed on behalf of the LLC all other instruments or documents, and shall do or cause to be done all such filing, recording or other acts, including the filing of the LLC’s annual report with the Secretary of State of the State of California, as may be necessary or appropriate from time to time to comply with the requirements of law for the continuation and operation of a limited liability company in California and in the other states and jurisdictions in which the LLC shall transact business.
Formation; General Terms; Effective Date. The Company was formed on January 2, 2009 as a Delaware limited liability company by the filing of a Certificate of Formation with the Delaware Secretary of State. The Persons listed on the Schedule of Members are the Members of the Company. This Agreement shall be effective immediately prior to the closing of the transactions contemplated by the Purchase Agreement (the “Effective Date”). The rights and obligations of the Members and the terms and conditions of the Company shall be governed by the Act and this Agreement. To the extent the Act and this Agreement are inconsistent with respect to any subject matter covered in this Agreement, this Agreement shall govern to the extent permitted by law. The Board shall cause to be executed and filed on behalf of the Company all other instruments or documents, and shall do or cause to be done all such filing, recording, or other acts as may be necessary or appropriate from time to time to comply with the requirements of law for the continuation and operation of a limited liability company in Delaware and in the other states and jurisdictions in which the Company shall transact business.
Formation; General Terms; Effective Date. The Company was formed on August 30, 2012 as a Washington limited liability company by the filing of a Certificate of Formation with the Secretary of State of the State of Washington. The Persons listed on the Schedule of Members are the Members of the Company. The rights and obligations of the Members and the terms and conditions of the Company shall be governed by the Act and this Agreement. To the extent the Act and this Agreement are inconsistent with respect to any subject matter covered in this Agreement, this Agreement shall govern to the extent permitted by law. The name of the Company shall be “LikeWater Management LLC”. The name of the Company shall be the exclusive property of the Company, and no Member shall have any rights, commercial or otherwise, in the Company’s name or any derivation thereof. The Company’s name may be changed only by an amendment to the Certificate of Formation of the Company.
Formation; General Terms; Effective Date. (a) The Company will be formed on or about the date of this Agreement upon the filing of the certificate of formation (the “Certificate of Formation”) in the office of the Secretary of State of the State of Delaware. It is agreed that the Persons listed on the attached Appendix B, Schedule of Members shall be admitted to the Company as Members on the date of this Agreement or any subsequent execution of this Agreement (and to the extent such Person is a transferee, in compliance with the procedures in Article VII).
(b) The rights and obligations of the parties hereto shall be governed by this Agreement and the Act, including all the Appendices and Exhibits to this Agreement. To the extent the Act and this Agreement are inconsistent with respect to any subject matter covered in this Agreement, to the extent permitted under the Act, this Agreement shall govern. This Agreement shall be effective as of the date first written above.
(c) On or after the date of this Agreement, the Board of Members or any Officer appointed by it shall execute and file on behalf of the Company all other instruments or documents, and shall do or cause to be done all such filing, recording, or other acts, including the filing of the Company’s annual report with the Delaware Secretary of State, as may be necessary or appropriate from time to time to comply with the requirements of Law for the continuation and operation of a limited liability company in Delaware and in the other states and jurisdictions in which the Company shall transact business.
Formation; General Terms; Effective Date. The Company was formed on March 3rd , 2016 as a Delaware limited liability company by the filing of a Certificate of Formation with the Delaware Secretary of State. The Persons listed on the Schedule of Members are the Members of the Company. The rights and obligations of the Members and the terms and conditions of the Company shall be governed by the Act and this Agreement. To the extent the Act and this Agreement are inconsistent with respect to any subject matter covered in this Agreement, this Agreement shall govern to the extent permitted by law. The name of the Company shall be “CM Solutions LLC”. The name of the Company shall be the exclusive property of the Company, and no Member shall have any rights, commercial or otherwise, in the Company’s name or any derivation thereof. The Company’s name may be changed only by an amendment to the Certificate of Formation of the Company.
Formation; General Terms; Effective Date. The LLC was formed on December 18, 2009 (the “Effective Date”) upon the filing of the Certificate with the Secretary of State of the State of Delaware. Alba-Xxxxxxx Xxxxxxx (the “Authorized Person”) executed and filed the Certificate and otherwise acted as the organizer of the LLC. The Authorized Person’s acts and conduct in connection with the organization of the LLC are hereby ratified and adopted by the LLC as acts and conduct by and on behalf of the LLC and are deemed to be in the LLC’s best interest. The organizational and other activities for which the Authorized Person was responsible have been completed, the Authorized Person is hereby relieved of any further duties and responsibilities in that regard, and the LLC and the Members hereby agree to indemnify and hold harmless the Authorized Person for any loss, liability or expense arising from her actions or conduct in such capacity. The Act and this Agreement, including all the Exhibits attached hereto, govern the rights and obligations of the Members and the terms and conditions of the LLC. This Agreement controls to the extent there are any inconsistencies between the Act and this Agreement with respect to any subject matter covered in this Agreement. The LLC shall have no oral operating agreements. This Agreement and/or the Certificate may be amended only in accordance with Section 11.4 below. Once this Agreement has been executed by all the Members, it shall be effective as of the Effective Date. The Majority Member shall execute and file on behalf of the LLC all instruments or documents, and shall accomplish all such filings, recordings, or other acts, including the filing of the LLC’s annual report with the Delaware Secretary of State, as necessary or appropriate from time to time to comply with the requirements of law for the continuation and operation of a limited liability company in Delaware and in any other states and jurisdictions in which the LLC shall transact business.
Formation; General Terms; Effective Date. The Partnership was formed upon the filing of the Certificate with the Kentucky Secretary of State. When this Agreement has been signed by both Partners, it shall become effective as of the Effective Date, and Family Dollar, Inc. and Family Dollar Holdings, Inc. shall become Partners of the Partnership, all without the necessity of any further act or instrument and without causing the dissolution of the Partnership. The Act and this Agreement, including all the Exhibits attached hereto, govern the rights and obligations of the Partners and the terms and conditions of the Partnership. This Agreement controls to the extent there are any inconsistencies between the Act and this Agreement with respect to any subject matter covered in this Agreement. The Partnership shall have no oral partnership agreements, and this Agreement may be amended only in accordance with Section 11.4 below The General Partner shall execute and file on behalf of the Partnership all other instruments or documents, and shall accomplish all such filings, recordings, or other acts as necessary or appropriate from time to time to comply with the requirements of law for the continuation and operation of a limited partnership in Kentucky and in any other states and jurisdictions in which the Partnership shall transact business.
Formation; General Terms; Effective Date. The LLC was formed upon the filing of the Articles of Organization with the Secretary of State of the State of Colorado. To the extent not previously a Member, each Person listed on the attached Information Exhibit shall be admitted to the LLC as a Member upon their execution of this Agreement. This Agreement shall be effective as of September 16, 2013 (the “Effective Date”). The rights and obligations of the Members and the terms and conditions of the LLC shall be governed by the Act and this Agreement, including all the Exhibits to this Agreement. To the extent the Act and this Agreement are inconsistent with respect to any subject matter covered in this Agreement, this Agreement shall govern. The Board shall cause to be executed and filed on behalf of the LLC all other instruments or documents, and shall do or cause to be done all such filing, recording or other acts, including the filing of the LLC’s annual report with the Secretary of State of the State of Colorado, as may be necessary or appropriate from time to time to comply with the requirements of law for the continuation and operation of a limited liability company in Colorado and in the other states and jurisdictions in which the LLC shall transact business.
Formation; General Terms; Effective Date. The Partnership was formed upon the filing of the Certificate with the Delaware Secretary of State. When this Agreement has been signed by both Partners, it shall become effective as of the Effective Date. As of the Effective Date, Family Dollar Services, Inc. shall be admitted as the sole Limited Partner and Family Dollar Holdings, Inc. shall be admitted as the sole General Partner of the Partnership, all without the necessity of any further act or instrument. The Act and this Agreement, including all the Exhibits attached hereto, govern the rights and obligations of the Partners and the terms and conditions of the Partnership. This Agreement controls to the extent there are any inconsistencies between the Act and this Agreement with respect to any subject matter covered in this Agreement. The Partnership shall have no oral partnership agreements, and this Agreement may be amended only in accordance with Section 11.5 below. The General Partner shall execute and file on behalf of the Partnership all other instruments or documents, and shall accomplish all such filings, recordings, or other acts as necessary or appropriate from time to time to comply with the requirements of law for the continuation and operation of a limited partnership in Delaware and in any other states and jurisdictions in which the Partnership shall transact business.
