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 As of the date hereof, the Original Agreement is hereby superseded in its entirety by this Agreement, which has been executed in renewal, amendment, restatement and modification of, but not in extinguishment of, the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. The Members agree to continue the Company in accordance with and pursuant to the Arizona Limited Liability Company Act (the “Act”) for the purposes 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 A.R.S. §29-3105(A)(3), 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 Members hereby -------------------------------------------- agree to continue the Company as a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (the "Act") and upon the terms set forth in this Agreement.
Continuation of Limited Liability Company. The Members hereby agree that Trinity shall continue and shall not be dissolved because of the redemption of the Subject Class B Membership Interest or the withdrawal of the Trinity Class B Member from Trinity.
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.
