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 Liability Company. IIP Operating Partnership, LP, a Delaware limited partnership (the “Member”), through its attorney in fact, formed the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (as such may be amended or succeeded from time to time, the “Act”). The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.
Formation of Limited Liability Company. The Board shall execute and file in accordance with the Delaware Act any amendment to the Certificate and shall execute and file with applicable governmental authorities any other instruments, documents and certificates that, in the opinion of the Company’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 Company shall determine to do business, or any political subdivision or agency thereof, or that such legal counsel may deem necessary or appropriate to effectuate, implement and continue the valid existence and business of the Company.
Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.
Formation of Limited Liability Company. The Organizational Member and any other person designated by the Board of Managers are designated as authorized persons, within the meaning of the Delaware Act, 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 of Managers 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. 5 2.2. Name..................................................................5 2.3. Principal and Registered Office.......................................5 2.4. Duration..............................................................5 2.5. Business of the Company...............................................5 2.6.
Formation of Limited Liability Company. The Fund has been formed as a limited liability company at the direction of the Initial Manager who authorized the filing of the Certificate, which actions are hereby ratified by the execution of this Agreement. The Board of Managers shall execute and file in accordance with the Delaware Act, any amendment to the Certificate and shall execute and file with applicable governmental authorities any other instruments, documents and certificates that, 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 that 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. The Members agree to the formation of a limited liability company (the "Company") pursuant to the Act and hereby ratify and confirm the authority of Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxxx as "authorized persons" within the meaning of the Act for the sole purpose of executing, delivering and filing the Certificate of Formation and a Certificate of Amendment of the Company with the Secretary of State on January 21, 1999 and February 10, 1999, respectively. The rights and duties of the Members shall be as provided in the Act, except as modified by this Agreement. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the smallest degree possible in order to make this Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.
Formation of Limited Liability Company. The Company has been formed as a Delaware limited liability company pursuant to the Act, effective upon the filing of the Certificate of Formation with the Secretary of State of Delaware. Except as provided to the contrary in this Agreement, the management of the affairs of the Company and the rights and obligations of the Member shall be governed by the provisions of the Act.
Formation of Limited Liability Company. Each member of the Board of Directors shall be designated an “authorized person” within the meaning of the Delaware Act, and any Director may execute and file in accordance with the Delaware Act any amendment to the Certificate and shall execute and file with applicable governmental authorities any other instruments, documents and certificates that, in the opinion of the Company’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 Company 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 Company. The parties hereto hereby ratify Xxxxxx Xxxxxx as an “authorized person” within the meaning of the Delaware Act for the exclusive purpose of executing, delivering and filing the Certificate, and any amendments thereto, with the Secretary of State of the State of Delaware.
