Common use of Formation of Limited Liability Company Clause in Contracts

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.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Lind-Waldock Securities, LLC), Limited Liability Company Agreement (Lind-Waldock Securities, LLC), Limited Liability Company Agreement (Lind-Waldock Securities, LLC)

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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.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Lind-Waldock Securities, LLC), Limited Liability Company Agreement (Lind-Waldock Securities, LLC), Limited Liability Company Agreement (Lind-Waldock Securities, LLC)

Formation of Limited Liability Company. The Members agree to the formation of a limited liability company (the "Company") pursuant to Section 18-201 of 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 that purpose of executing, delivering and filing the have caused an executed Certificate of Formation and a Certificate of Amendment of the Company to be filed with the Secretary of State on January 21October 19, 1999 and February 10, 1999, respectively2001 ("the "Effective Date"). This Agreement shall be effective as of the Effective Date. The rights and duties of the Members shall be as provided in the Act, except as modified by the Company's Certificate of Formation and this Agreement. For and in consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the Members executing this Agreement undersigned hereby agree to the terms and conditions of this Agreement. In the event of any conflict between the Company's Certificate of Formation and this Agreement, then to the extent permitted by law, this Agreement shall control. 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.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Nalco Energy Services Equatorial Guinea LLC), Limited Liability Company Agreement (Nalco Energy Services Equatorial Guinea LLC), Limited Liability Company Agreement (Nalco Energy Services Equatorial Guinea LLC)

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 that purpose of executing, delivering and filing the have caused a Certificate of Formation and a Certificate of Amendment of the Company to be filed with the Secretary of State on January 21December 28, 1999 and February 10, 1999, respectively2000. 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, as it may from time to time be amended according to its terms. 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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Prologis Trust), Limited Liability Company Agreement (Prologis Trust)

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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Lind-Waldock Securities, LLC)

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 May 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Lind-Waldock Securities, LLC)

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 Xxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxx as "authorized persons" within the meaning of the Act for the sole purpose of executing, delivering and filing the Certificate of Formation and a Formation, Certificate of Amendment and Certificate of Amendment No. 2 of the Company with the Secretary of State on January 21, 1999, February 10, 1999 and February 10May 12, 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Lind-Waldock Securities, LLC)

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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 10May 11, 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Lind-Waldock Securities, LLC)

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 executingexecution, delivering delivery and filing of the Certificate of Formation and a Certificate of Amendment of the Company with the Secretary of State by Xxxxxx X. Xxxxxxx as an "authorized person" within the meaning of the Act on January 21, 1999 and February 10, 1999, respectivelyJuly 2001. The rights and duties of the Members shall be as provided in this Agreement and 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 by 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 valid any provision of this Agreement that was formerly invalid validinvalid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.

Appears in 1 contract

Samples: Lind-Waldock Securities, LLC

Formation of Limited Liability Company. The Members agree to the formation of a limited liability company (the "Company") pursuant to Section 18-201 of 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 that purpose of executing, delivering and filing the have caused an executed Certificate of Formation and a Certificate of Amendment of the Company to be filed with the Secretary of State on January 21October __, 1999 and February 10, 1999, respectively2001 ("the "Effective Date"). This Agreement shall be effective as of the Effective Date. The rights and duties of the Members shall be as provided in the Act, except as modified by the Company's Certificate of Formation and this Agreement. For and in consideration of the foregoing and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the Members executing this Agreement undersigned hereby agree to the terms and conditions of this Agreement. In the event of any conflict between the Company's Certificate of Formation and this Agreement, then to the extent permitted by law, this Agreement shall control. 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Nalco Energy Services Equatorial Guinea LLC)

Formation of Limited Liability Company. The Members agree to the formation of a Company has been organized as an Illinois limited liability company by the filing of Articles of Organization (the "Company"“Articles”) 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 of ____ under and pursuant to the ___ Limited Liability Company Act (as amended from time to time, the “Act”) and the issuance of a Certificate of Organization for the Company by the Secretary of State of ____ on January 21___ 13, 1999 and February 10, 1999, respectively201_. 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, as it may from time to time be amended according to its terms. 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 as to make validate any provision of this Agreement that was formerly invalid validinvalid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Helpful Alliance Co)

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