Continuation of Limited Liability Company. The Company has been formed in accordance with and pursuant to the Delaware Limited Liability Company Act (the “Act”) for the purpose set for the below. The rights and obligations of the Members to one another and to third parties shall be governed by the Act except that, in accordance with 6 Del. C. 18-1101(b), conflicts between provisions of the Act and provisions in this Agreement shall be resolved in favor of the provisions in this Agreement except where the provisions of the Act may not be varied by contract as a matter of law.
Continuation of Limited Liability Company. The parties hereto hereby continue the Company formed on November 12, 2013, as a limited liability company pursuant to the Act. The rights and obligations of the Members shall be as provided in the Act, except as otherwise expressly provided herein. The Managing Member shall from time to time execute or cause to be executed all such certificates, instruments and other documents, or cause to be done all such filings, as the Managing Member may deem necessary or appropriate to operate, continue or terminate the Company as a limited liability company under the laws of the State of Delaware and to qualify the Company to do business in such states where such qualification is necessary or desirable.
Continuation of Limited Liability Company. As of the date hereof, the Original Agreement is hereby superseded in its entirety by this Agreement, which has been executed in renewal, amendment, restatement and modification of, but not in extinguishment of, the obligations under the Original Agreement. The Initial Class A Member is hereby admitted as a Class A Member of the Company and the Initial Class B Member is hereby admitted as a Class B Member. The parties hereto hereby continue the Company, which was formed as a Delaware limited liability company by the filing of the Delaware Certificate pursuant to the Act. The rights and obligations of the Members shall be as provided in the Act, except as otherwise expressly provided herein. The Manager shall from time to time execute or cause to be executed all such certificates, instruments and other documents, and cause to be done all such filings and other actions, as the Manager may deem necessary or appropriate to operate, continue, or terminate the Company as a limited liability company under the laws of the State of Delaware and to qualify the Company to do business in all jurisdictions other than the State of Delaware in which the Company conducts or proposes to conduct business and in any other jurisdiction where such qualification is necessary or appropriate.
Continuation of Limited Liability Company. The Members shall continue the Company as a limited liability company pursuant to the provisions of this Agreement and the Act. The terms and provisions hereof will be construed and interpreted in accordance with the Act, provided that in the event of any inconsistency between this Agreement and any waivable provisions of the Act, the provisions of this Agreement shall govern and control.
Continuation of Limited Liability Company. The Member hereby continues the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C §18-101, et seq., as it may be amended from time to time, and any successor to such statute (the “Act”). The rights and obligations of the Member and the administration and termination of the Company shall be governed by this Agreement and the Act. This Agreement shall be considered the “Limited Liability Company Agreement” of the Company within the meaning of Section 18-101(7) of the Act. To the extent this Agreement is inconsistent in any respect with the Act, this Agreement shall control.
Continuation of Limited Liability Company. In the event the Limited Liability Company purchases the interest of the Dissociating Member pursuant to the unanimous vote of the Members, then the Remaining Members agree to continue the Limited Liability Company under the terms of this agreement, except that their Limited Liability Company Percentages will be increased on a pro-rata basis as of the date of dissociation. The Dissociated Member will have no rights, except those specified in this Section, as of the date of dissolution if the Remaining Members elect to continue the business. In the event that the Remaining Members do not unanimously elect to continue the Limited Liability Company, then the Limited Liability Company will be wound up in accordance with Section 9. SECTION 8
Continuation of Limited Liability Company. MERGER OF ORIGINAL COMPANY INTO THE COMPANY; ADMISSION OF BOSTON PROPERTIES MEMBERS. The Company was formed as a limited liability company under the Act by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware on April 18, 2001 (such Certificate of Formation, as the same may from time to time be amended in accordance with this Agreement, the "CERTIFICATE OF FORMATION"). The Original Company merged into and with the Company as of the Effective Date of the Merger, pursuant to the Merger Agreement, with the Company being the surviving limited liability company of the merger, and the Original Company ceasing to separately exist. The Certificate of Merger was filed with the Secretary of State of the State of Delaware on April 20, 2001 and with the Secretary of State of the State of New York on April 20, 2001, which filing of the Certificate of Merger with the Secretary of State of the State of New York is effective as the articles of dissolution of the Original Company pursuant to Section 1004(d) of the New York Limited Liability Company Law. The Company shall continue as a Delaware limited liability company for the purposes and on the terms and conditions set forth in this Agreement. The Members agree and acknowledge that for tax purposes, the Company is a continuation of the Original Company and is not a newly formed entity. The Members agree to execute, acknowledge, swear to, file and publish any documents required under applicable law to preserve the existence of the Company as a limited liability company and to cause the Company to be duly recognized and qualified as such in all jurisdictions in which it conducts business. The Boston Properties Members are hereby admitted as Members of the Company as of the Effective Date, and the Ceppeto Members hereby consent to the admission of the Boston Properties Members as Members of the Company. This Agreement amends, supersedes and wholly replaces any and all prior operating agreements or other similar agreements of the Company, including without limitation, the Company's Operating Agreement.
Continuation of Limited Liability Company. The Company has been formed in accordance with and pursuant to the 2017 Arkansas Small Business Entity Tax Pass Through Act, as amended (the “Act”) for the purpose set forth below. The rights and obligations of the Members to one another and to third parties shall be governed by the Act except that, conflicts between provisions of the Act and provisions in this Agreement shall be resolved in favor of the provisions in this Agreement except where the provisions of the Act may not be varied by contract as a matter of law.
Continuation of Limited Liability Company. The Company has been formed in accordance with and pursuant to the Virginia Limited Liability Company Act (the “Act”) for the purpose set forth below. The rights and obligations of the members of the Company to one another and to third parties shall be governed by the Act except that conflicts between provisions of the Act and provisions in this Agreement shall be resolved in favor of the provisions in this Agreement except where the provisions of the Act may not be varied by contract as a matter of law. NAME The name of the Company shall be SyndiCap, LLC, and its business shall be conducted under that name or such other name(s) as may be designated by the Fund’s Manager. REGISTERED AGENT The initial registered agent is Kaila Law PC, a Virginia stock corporation with a mailing address of 0000 Xxxx Xxxx Xxxxxx # 000, Xxxxxxxxxxxxxx, XX 00000. MAILING ADDRESS The Company’s principal mailing address is 0000 Xxxxxxx Xx, Xxxxx 000, Xxxxxx, XX 00000. MANAGEMENT BY MANAGER The business and affairs of the Company shall be directed, managed, and controlled by a single manager, Securities and Investment Management (the Fund’s “Manager”). BUSINESS PURPOSE SyndiCap, LLC is a recently organized Virginia limited liability company formed as a real estate investment fund to make mortgage and mezzanine loans for short-term acquisition and construction for-sale and fix, rent and refinance of residential and commercial properties; and to make miscellaneous investments and purchases of securities. The Company intends to replenish investment capital, create leverage and increase its yield by selling fractional pieces of the underlying loans it makes to investors at XxxxxxxXxxxxXxxxxxx.xxx, referred to as the selling of “Sub-Notes.” The Company may also engage in and do any act concerning any or all lawful business activities for which Virginia limited liability companies may be organized; and the Company shall have all of the powers permitted by law.
Continuation of Limited Liability Company. The Initial Class A Member is hereby admitted as a Class A Member of the Company and the Initial Class B Member is hereby admitted as a Class B Member. The parties hereto hereby continue the Company, which was formed as a Delaware limited liability company by the filing of the Delaware Certificate pursuant to the Act. The rights and obligations of the Members shall be as provided in the Act, except as otherwise expressly provided herein. The Manager shall from time to time execute or cause to be executed all such certificates, instruments and other documents, and cause to be done all such filings and other actions, as the Manager may deem necessary or appropriate to operate, continue, or terminate the Company as a limited liability company under the laws of the State of Delaware and to qualify the Company to do business in all jurisdictions other than the State of Delaware in which the Company conducts or proposes to conduct business and in any other jurisdiction where such qualification is necessary or appropriate.
