Common use of Filing of Certificate of Cancellation Clause in Contracts

Filing of Certificate of Cancellation. Immediately following the completion of the distribution of the Company’s assets as provided herein, the Board of Managers (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are required to be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.4.

Appears in 7 contracts

Samples: Limited Liability Company Operating Agreement (Gmac LLC), Limited Liability Company Operating Agreement (Gmac LLC), Limited Liability Company Operating Agreement (Gmac LLC)

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Filing of Certificate of Cancellation. Immediately following Upon the completion of the distribution dissolution and complete winding up of the Company’s assets , the Certificate of Cancellation (or an equivalent instrument) shall be delivered to the Delaware Secretary of State. Upon the filing of the Certificate of Cancellation, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided hereinin the Act. The Members shall have authority to distribute any property discovered after dissolution, the Board of Managers (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to this Agreement that are required to be canceled convey real estate and take such other actions action as may be necessary to terminate on behalf of and in the name of the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 10.4.

Appears in 1 contract

Samples: Limited Liability Company Agreement

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