1Formation. The Manager has executed, or caused to be executed, the Certificate in a form that complies with Section 18-201 of the Act and filed, or caused to be filed, the Certificate in the office of the Secretary of State of the State of Delaware to form the Company under the Act.
1Formation. On November 18, 2021, the Articles of Organization of the Company were filed with the Wyoming Secretary of State in accordance with and pursuant to, the Wyoming Limited Liability Company Act, as the same may be amended from time to time (the "Act").
1Formation. The Partners hereby agree to form the Partnership under and pursuant to the Act. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.
1Formation. The Partnership was formed as a limited partnership pursuant to the Act and all other pertinent laws of the State of Delaware, for the purposes and upon the terms and conditions set forth in this Agreement.
1Formation. The Members hereby ratify and approve the Articles and approve this Agreement as the Company’s operating agreement.
1Formation. The Company was originally formed via Operating Agreement dated June 13, 2014, by then sole Member Xxxxxx X. Xxxxxxxx. The Company was formed as a limited liability company pursuant to the provisions of the Mississippi Limited Liability Company Act (as amended from time to time, the “Act”). Unless otherwise expressly provided in this Agreement, the rights and liabilities of the Manager(s) and the Members will be as provided in the Act. To the extent the provisions of this Agreement conflict with the provisions of the Act, the provisions of this Agreement will control, to the extent permitted by law, and the conflicting provisions of the Act will be deemed waived to the maximum extent permitted by law.
1Formation. The Partnership was formed as a limited partnership pursuant to and in accordance with the Act by, among other steps, the entering into of the initial partnership agreement (within the meaning of the Act) by the initial general partner of the Partnership and the initial limited partner of the Partnership and by the entering into and filing of the initial certificate of limited partnership (within the meaning of the Act) by the initial general partner of the Partnership with the Office of the Secretary of State of the State of Delaware.
1Formation. The Company is a Delaware limited liability company formed pursuant to the Delaware Limited Liability Company Act (as may be amended from time to time, the “Act”) by the filing of a Certificate of Formation with the Delaware Secretary of State in accordance with the Act, and the rights and liabilities of the Members are as provided in the Act, except as herein otherwise provided. The Company shall execute such further documents and take such further actions as shall be appropriate to comply with the requirements of the Act for the operation of a limited liability company.
1Formation. The Members hereby agree to continue the Company, which was formed pursuant to the provisions of the Act and the Certificate of Formation, and hereby agree that the Company shall be governed by the terms and conditions of this Agreement and, except as otherwise provided herein, the Act. This Agreement shall constitute the “limited liability company agreement” (as that term is used in the Act) of the Company. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.
1Formation. The Company has been formed pursuant to the Act as a limited liability company. The Company shall be governed by and operated in accordance with this Agreement and the rights, duties and liabilities of the Members shall be as provided for in the Act if not otherwise expressly provided for in this Agreement.
