Formation; Partnership Status Sample Clauses

Formation; Partnership Status. The Company was organized on February 12, 2021 as a Delaware limited liability company by filing a Certificate of Formation with the Delaware Secretary of State. This Agreement sets forth the rights, powers, duties and obligations of the Company, its Unitholders, the Manager and officers (if any). To the extent that the rights, powers, duties and obligations of the Company or any Unitholder are different by reason of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall control to the extent permitted by the Act. Certain defined terms used in this Agreement have the meanings given such terms in Article 15. Notwithstanding the foregoing, the Unitholders expressly agree that the Company shall at all times qualify as a Qualified Opportunity Fund and as a “partnership” for federal and state income tax purposes, and the Manager and the Unitholders agree to act at all times in conformity with this stated intention. Without limiting the foregoing, the Company can never have fewer than two (2) Unitholders or other holders of Units who are classified as “partners” for federal income tax purposes, and so, notwithstanding any other provision in this Agreement, no transfer of a Unit will be given effect if it would result in the Company having less than two (2) partners for federal income tax purposes. If necessary to effectuate the intention of this provision, the Manager may direct that a transfer be made into a trust, or to any other regarded entity, for the purpose of achieving both the economic objectives of a transfer and the preservation of partnership status for the Company, as the Manager may determine in his sole and absolute discretion. No Manager or Unitholder shall have authority to take any steps that would terminate the partnership status of the Company unless this Article 1 is expressly modified by a written agreement signed by the Manager and all Unitholders.
Sample 1
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Related to Formation; Partnership Status

  • No Partnership, etc The Lenders and Borrower intend that the relationship between them shall be solely that of creditor and debtor. Nothing contained in this Agreement, the Notes or in any of the other Credit Facility Documents shall be deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or co-ownership by or between the Lenders and Borrower or any other Person.

  • Company Formation The Company has been formed as a limited liability company under and pursuant to the Act. The Managers shall file the Certificate and all other such 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 formation and/or operation of a limited liability company in the State of Delaware. The Managers may also direct that the Company be registered or qualified to do business in other jurisdictions.

  • Project partners and partnership agreements 1. A project may be implemented in a partnership between the Project Promoter and project partners as defined in paragraph 1(w) of Article 1.6

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • Partnership The Partnership shall be given days’ notice to purchase the ownership interest under the same terms agreed upon by the potential buyer.

  • No Partnership or Joint Venture Neither the Trust, the Fund nor the Adviser are partners of or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on any of them.

  • Partnership Working 7.1 Partnerships will be supported by local authorities on four levels between:

  • Adoptive Parents Upon the adoption of a child, a bargaining unit member may take Child Care Leave Without Pay for a period not to exceed six (6) months.

  • Formation The Company has been organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act.

  • Legal Entity Contributor If Contributor is a corporation (or other form of artificial legal entity or juristic person) and is therefore a Legal Entity Contributor (defined in Table 1 above and in the IPR Policy), it will be represented in OpenID by Representatives (defined in the IPR Policy). In such case, Contributor’s initial Representatives are identified in Table 1 above, and in a supplemental exhibit (if attached). Contributor will, as soon as commercially practicable (and in any case before the next Work Group meeting attended by any of its Representatives), notify OIDF in writing of any change of status of its Representatives.

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