Formation of Limited Liability Sample Clauses

Formation of Limited Liability. Company 1 2.1.1 Formation 1 2.1.2 Admission 1 2.1.3 Name 1 2.1.4 Address 1
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Formation of Limited Liability. Company 4
Formation of Limited Liability. Company 1 2.1.1 Formation 1 2.1.2 Admission 1 2.1.3 Name 1 2.1.4 Address 1 3.2.1 Limited Liability 3 3.2.2 Effect of Death, Dissolution or Bankruptcy 3 3.2.3 No Control of Company 3 3.2.4 Dual Status 3
Formation of Limited Liability. Company 10 Section 2.02. Company Name 10 Section 2.03. Purposes of the Company 10 Section 2.04. Principal Place of Business 11 Section 2.05. Registered Office and Agent 11 Section 2.06. Qualification in Other Jurisdictions 11 Section 2.07. Term 11 Section 2.08. Tax Treatment as Partnership 11 Section 3.01. Units; Capitalization 11 Section 3.02. Authorization and Issuance of Additional Units. 12 Section 3.03. Redemption of Class A Stock 14 Section 3.04. Subdivisions or Combinations 14
Formation of Limited Liability. COMPANY 10 ARTICLE III - MANAGEMENT 11 ARTICLE IV – MEMBERS, UNITS, CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS 13 ARTICLE V - ALLOCATIONS 20 ARTICLE VI - DISTRIBUTIONS 24 ARTICLE VIIBOOKS AND RECORDS 26 ARTICLE VIII – TAX MATTERS 27 ARTICLE IX – LIABILITY, EXCULPATION AND INDEMIFICATION 31 ARTICLE X – RESTRICTIONS ON TRANSFERS OF OWNERSHIP INTERESTS 33 ARTICLE XI - REDEMPTION 36 ARTICLE XII – DISSOLUTION 40
Formation of Limited Liability. COMPANY Any person designated by the Board as an authorized person shall be an authorized persons, within the meaning of the Delaware Act, and shall have the power to execute, deliver, and file all certificates (and any amendments and/or restatements thereof) required or permitted by the Delaware Act to be filed in the office of the Secretary of State of the State of Delaware. The Board shall cause to be executed and filed with applicable governmental authorities any other instruments, documents, and certificates which, in the opinion of the Fund's legal counsel, 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 Fund shall determine to do business, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement, and continue the valid existence and business of the Fund.
Formation of Limited Liability. Company (“LLC”), Partnership or Corporation. To transfer assets of any trust created herein to a corporation in return for stock or securities of that corporation. To enter into a partnership agreement or LLC operating agreement concerning any property which forms part of a trust created herein upon such terms and conditions as shall be in the best interest of the trust and to transfer assets to a partnership pursuant to a partnership agreement or to an LLC pursuant to an LLC operating agreement. To hold or retain any partnership or LLC interest transferred to this trust and to participate in any such partnership as either general and/or limited partner or in any LLC as a manager and/or member. To enter into agreements with the partners of any partnership or members of any LLC in which any trust herein created may have an interest for the organization of a corporation and the transfer of the partnership or LLC assets to such corporation on such terms as are in the best interest of the trust.
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Related to Formation of Limited Liability

  • 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.

  • 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. (b) The Partnership is formed for the object and purpose of (and the nature of the business to be conducted by the Partnership is) engaging in any lawful activity for which limited partnerships may be formed under the Delaware Act and engaging in any and all activities necessary or incidental to the foregoing.

  • 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. (2) A Limited Partner shall have no liability in excess of his obligation to make contributions to the capital of the Partnership and his share of the Partnership’s assets and undistributed profits, subject to the qualifications provided in the Partnership Act.

  • 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.

  • 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 Except as provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

  • Formation of LLC THIS OPERATING AGREEMENT (“Agreement”) is entered into on , by the following: Single-Member: _ _, with a mailing address: _ _ (“Member”). The Member in the above-described Limited Liability Company (“LLC”) agrees as follows:

  • The Limited Liability Company The Members have created a limited liability company: The operations of the Company shall be governed by the laws located in the State of Governing Law and in accordance with this Agreement as follows:

  • 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. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

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