Continuance. The Sole Member hereby agrees to continue the Company as a limited liability company pursuant to the Delaware Act, upon the terms and subject to the conditions set forth in this Agreement. Any authorized officer or representative of the Company, as an “authorized person” within the meaning of the Delaware Act, shall file and record any amendments and/or restatements to the Certificate of Formation and such other certificates and documents (and any amendments or restatements thereof) as may be required under the laws of the State of Delaware and of any other jurisdiction in which the Company may conduct business. Such authorized officer or representative shall, on request, provide the Sole Member with copies of each such document as filed and recorded. The Sole Member hereby agrees that the Company shall be governed by the terms and conditions of this Agreement and, except as provided herein, the Delaware Act.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (McGraw-Hill Global Education LLC), Limited Liability Company Agreement (McGraw-Hill Global Education LLC), Limited Liability Company Agreement (McGraw-Hill Global Education LLC)
