Common use of Formation, Name, Location of Office Clause in Contracts

Formation, Name, Location of Office. (a) Effective as of the time of the Conversion, (i) the Certificate of Trust of the Titling Trust, the Origination Trust Agreement and each SUBI Supplement, each as in effect immediately prior to the Conversion, are replaced and superseded in their entirety by the Certificate of Formation, this Agreement and the corresponding Series Supplement, respectively, in respect of all periods beginning on or after the Conversion, (ii) the Trust UTI issued and outstanding immediately prior to the Conversion is hereby converted to the Unallocated Assets Series, and all assets belonging to or allocated to the Trust UTI are hereby allocated to and associated with the Unallocated Assets Series, (iii) each Trust SUBI issued and outstanding immediately prior to the Conversion is hereby converted to the corresponding Series, and all assets belonging to or allocated to such Trust SUBI are hereby allocated to and associated with such Series, (iv) NILT, as holder of the Trust UTI, is hereby automatically admitted as a member of the Company generally and associated with the Unallocated Assets Series, owning 100% of the limited liability company interests in the Company generally and of the Unallocated Assets Series, (v) the holder(s) of each Trust SUBI are hereby automatically designated as Holders of the corresponding Series, owning 100% of such Series, (v) the business of the Titling Trust is continued without dissolution in the form of a Delaware limited liability company governed by this Agreement and each Series Supplement, and (vi) the Company shall constitute a continuation of the existence of the Titling Trust in the form of a Delaware limited liability company and, for all purposes of the laws of the State of Delaware, the Company shall be deemed to be the same entity as the Titling Trust. (b) The principal office of the Company is Xxx Xxxxxx Xxx, Xxxxxxxx, Xxxxxxxxx 00000 or such other place or places as the Administrator may designate. (c) Pursuant to Section 18-215 of the Act and the terms of this Agreement, the Company will issue one or more designated series of limited liability company interests having the rights and preferences set forth in this Agreement and any applicable Series Supplement. (d) Pursuant to Section 18-215(b) of the Act (i) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series will be enforceable against the assets of such Series only, and not against the assets of the Company generally or the assets of any other Series and (ii) none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other Series thereof will be enforceable against the assets of such Series. The records maintained for each Series shall account for the assets allocated to and associated with such Series separately from the other assets of the Company generally, or any other Series, and assets allocated to and associated with a Series may be held, directly or indirectly, including in the name of such Series, in the name of the Company, through a nominee or otherwise. Records maintained for a Series that reasonably identify the assets allocated to and associated with such Series, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets allocated to and associated with such Series separately from the other assets of the Company or any other Series. The Administrator and the Company shall not commingle the assets of one Series with the assets of any other Series or the assets, if any, of the Company generally. (e) Xxx Xxxxx is hereby designated as an “authorized person” within the meaning of the Act, and in such capacity has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, such person’s powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member will execute or cause to be executed all other instruments, certificates, notices and documents, and will do or cause to be done all such filing, recording, publishing and other acts, in each case as may be necessary or appropriate to comply with all requirements for the formation and/or operation and, when appropriate, termination of a limited liability company (or any series thereof) in the State of Delaware and all other jurisdictions where the Company (on its own behalf or on behalf of or with respect to any Series) or any Series desires to conduct any activities.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Nissan Auto Leasing LLC Ii), Limited Liability Company Agreement (Nissan Auto Leasing LLC Ii), Limited Liability Company Agreement (Nissan Auto Leasing LLC Ii)

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!