Organization of LLC Sample Clauses

Organization of LLC. In the event that ADAC elects this Equity Participation Option, the parties agree that on or before the Pay Off Date Gateway shall cause to be organized under the laws of the State of Texas a limited liability company (the “LLC”). The LLC shall be owned thirty three and one-third percent (33a%) by ADAC and sixty six and two-thirds percent (66b%) by Gateway. Gateway will transfer to the LLC the Pipeline Facilities and related agreements, together with the Restated Master Agreement, subject only to the Southwest Bank Term Loan. The Pipeline Facilities shall be subject to no liens or encumbrances whatsoever other than: (i) the Southwest Bank Term Loan; and (ii) any other lien or encumbrance incurred by Gateway in the ordinary course of business and directly related to or arising out of the construction or operation of the Pipeline Facilities, provided such lien or encumbrance was first approved by ADAC, which approval shall not be unreasonably withheld. The LLC shall own and operate the Pipeline Facilities and have the obligation to perform all obligations of Gateway under and pursuant to the Restated Master Agreement and other agreements related to the Pipeline Facilities and to pay the principal and interest payments and perform all other terms of the Southwest Bank Term Loan. Attached hereto as Exhibit 3 are the major terms and conditions under which the LLC shall be organized, which terms and conditions shall be incorporated in the Articles of Organization and the Operating Agreement of the LLC. The Articles of Organization and the Operating Agreement shall contain such other terms as shall be agreeable to the parties, and shall be reasonable and consistent with transactions of similar size and magnitude.
Sample 1
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Organization of LLC. LLC is a Limited Liability Company duly organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and corporate authority to enter into the Transaction Documents, to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties and to conduct its business. It is acknowledged that TFI is the manager and is acting on the behalf of LLC in the transaction.
Sample 1
Organization of LLC. LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Illinois. LLC has all requisite limited liability company power to own, lease and operate its property and to carry on its business as now being conducted and as proposed to be conducted, and is duly qualified to do business and is in good standing as a foreign limited liability company in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, assets, properties, financial condition or results of operations of LLC (an “LLC Material Adverse Effect”).
Sample 1

Related to Organization of LLC

  • Organization of Company The Company, a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois and the Company is legally qualified to transact business in Illinois. The Company has full power and authority to own or lease and to operate and use its assets and to carry on its business at the Project. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency, or rehabilitation of the Company.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Due Incorporation and Organization The Adviser is duly organized and is in good standing under the laws of the State of Connecticut and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder.

  • Organization and Standing The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

  • Incorporation and Organization The Corporation has been incorporated or formed, as the case may be, is organized and is a valid and subsisting corporation or partnership, as the case may be, under the laws of its jurisdiction of existence and has all requisite corporate power and capacity to carry on its business as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof.

  • Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

  • Organization of Borrower With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Borrower delivered by the Borrower in connection with the origination of such Mortgage Loan, the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Borrower that is an Affiliate of another Borrower under another Mortgage Loan. (An “Affiliate” for purposes of this paragraph (39) means, a Borrower that is under direct or indirect common ownership and control with another Borrower.)

  • Organization, etc The Purchaser has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof.

  • Organization and Existence Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

  • Organization and Status Purchaser (a) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation as set forth in the preamble to this Agreement, (b) is duly qualified, authorized to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, and (c) has all requisite power and authority to own or hold under lease the property it purports to own or hold under lease and to carry on its business as now being conducted. Purchaser has made available to Seller complete and correct copies of the Organization Documents for Purchaser.

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