Formation; Qualification. Such Partnership is a limited partnership duly formed under the DRULPA or TRLPA, as applicable, and is validly existing and in good standing under the laws of the State of Delaware or the State of Texas, as applicable. Such Partnership has all requisite partnership power and authority to own, operate or lease its properties and to carry on its business as now being conducted. Such Partnership is duly qualified to do business as a foreign limited partnership and is in good standing in each jurisdiction where the character of its properties owned, operated or leased, or the nature of its activities, makes such qualifications necessary.
Formation; Qualification. The Partnership is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Partnership has all requisite partnership power and authority to own, operate, or lease its properties and to carry on its business as now being conducted. The Partnership is duly qualified to do business as a foreign limited partnership and is in good standing in each jurisdiction where the character of its properties owned, operated, or leased, or the nature of its activities, makes such qualification necessary.
Formation; Qualification. (a) A Certificate of Formation of the Company (the “Certificate”) has been executed by an authorized person and was filed with the Secretary of State of the State of Delaware on March 29, 2005, to form on such date the Company as a limited liability company pursuant to the LLC Act. The rights, duties and liabilities of the Members shall be as provided in the LLC Act, except as otherwise provided in this Agreement.
(b) The Company shall be qualified or registered under foreign limited liability company statutes or assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company owns property or transacts business to the extent, in the judgment of the Manager, such qualification or registration is necessary or advisable in order to protect the limited liability of the Members or to permit the Company lawfully to own property or transact business. The Manager shall, to the extent necessary in the judgment of the Manager, maintain the Company’s good standing in each such jurisdiction.
(c) The Manager and any Person to whom the Manager delegates authority under this Agreement shall be an “authorized person” within the meaning of § 18-204(a) of the LLC Act, and shall have the power and authority to execute, file and publish any certificates, notices, statements or other documents (and any amendments or restatements thereof) necessary to permit the Company to conduct business as a limited liability company in each jurisdiction where the Company elects to do business.
Formation; Qualification. (a) A Certificate of Formation of the Company (the “Certificate”) was filed with the Secretary of State of the State of Delaware on October 29, 2008 to form on such date the Company as a limited liability company pursuant to the LLC Act. A Certificate of Amendment was filed with the Secretary of State of the State of Delaware on May 11, 2011, renaming the Company “New Mountain Finance Holdings, L.L.C.” (the “Certificate of Amendment”). The rights, duties and liabilities of the Members shall be as provided in the LLC Act, except as otherwise provided in this Agreement.
(b) The Company shall be qualified or registered under foreign limited liability company statutes or assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company owns property or transacts business to the extent, in the judgment of the Board, such qualification or registration is necessary or advisable in order to protect the limited liability of the Members or to permit the Company lawfully to own property or transact business. The Board shall, to the extent necessary in the judgment of the Board, maintain the Company’s good standing in each such jurisdiction.
(c) Each Director shall be an “authorized person” within the meaning of § 18-204(a) of the LLC Act, and shall have the power and authority to execute, file and publish any certificates, notices, statements or other documents (and any amendments or restatements thereof) necessary to permit the Company to conduct business as a limited liability company in each jurisdiction where the Company elects to do business.
Formation; Qualification. Members 3 Section 2.02. Name 3 Section 2.03. Effectiveness of this Agreement 3 Section 2.04. Term 3 Article III PURPOSE AND POWERS 4
Formation; Qualification. The Company has been formed under the laws of the State of Delaware on the date of the filing of the Certificate with the Delaware Secretary of State. The Board of Managers shall cause to be executed, filed and published such documents and instruments with such appropriate authorities and/or in such publications as may be necessary or appropriate from time to time to comply with all requirements for the formation and operation of a limited liability company in Delaware. This Agreement is intended to serve as a limited liability agreement as such term is defined in Section 18-101(7) of the Act. The parties intend that the Company shall be taxed as a c-corporation subject to taxation pursuant to Subchapter C of Chapter I of the Code (a “C Corporation”), and will make and maintain all filings and elections to preserve such status of the Company.
Formation; Qualification. Shama Zoe is a Colorado limited partnership, duly organized, validly existing and in good standing under the laws of the State of Colorado and is qualified to conduct business in Wyoming.
Formation; Qualification. PLP is a limited partnership duly formed under DRULPA and is validly existing and in good standing under the laws of the State of Delaware. PLP has all requisite partnership power and authority to own, operate or lease its properties and to carry on its business as now being conducted. PLP is duly qualified to do business as a foreign limited partnership and is in good standing in each jurisdiction where the character of its properties owned, operated or leased, or the nature of its activities, makes such qualifications necessary, except where such failure to be so qualified and in good standing would, individually or in the aggregate, not reasonably be expected to have a material adverse effect on its current or future financial position or operations (a "Material Adverse Effect").
Formation; Qualification. The Company was formed under the laws of the State of Delaware on June 9, 2004 upon the filing of the Certificate of Formation with the Delaware Secretary of State. The Chief Executive Officer of the Company, or any other officer or Director authorized by the Board or the Chief Executive Officer, shall (a) file such other documents and instruments with such appropriate authorities as may be necessary or appropriate from time to time to comply with all requirements for the formation and operation of a limited liability company in Delaware, and (b) execute and file all requisite documents and instruments to enable the Company to qualify to do business as a foreign limited liability company in the State of California and in each other jurisdiction in which, in the reasonable judgment of the Board, such qualification may be necessary or appropriate for the conduct of the business of the Company. The Members hereby agree to operate the Company as a limited liability company under and pursuant to the provisions of this Agreement and the Act, and agree that the rights, duties and liabilities of the Members shall be as provided in the Act, except as otherwise provided herein.
Formation; Qualification. The Company was formed under the laws of the State of Delaware on , 2004 upon the filing of the Certificate of Formation with the Delaware Secretary of State. The Chairman of the Board of the Company shall (a) file such other documents and instruments with such appropriate authorities as may be necessary or appropriate from time to time to comply with all requirements for the formation and operation of a limited liability company in Delaware, and (b) execute and file all requisite documents and instruments to enable the Company to qualify to do business as a foreign limited liability company in the State of California and in each other jurisdiction in which, in the reasonable judgment of the Board, such qualification may be necessary or appropriate for the conduct of the business of the Company. The Members hereby agree to operate the Company as a limited liability company under and pursuant to the provisions of this Agreement and the Act, and agree that the rights, duties and liabilities of the Members shall be as provided in the Act, except as otherwise provided herein.
