Filing of Certificate of Termination Sample Clauses

Filing of Certificate of Termination. If the Company is dissolved, a Certificate of Termination shall be promptly filed with the Secretary of State by the Member.
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Filing of Certificate of Termination. Upon the completion of the winding up of the Company, the Member(s) shall file a Certificate of Termination of the Company with the office of the Western Refining TRS II, LLC LLC Agreement Secretary of State of the State of Texas. If there are no remaining Member(s), the Certificate of Termination shall be filed by the last Person to be a Member; or the Certificate shall be filed by the legal or personal representatives of the Person who last was a Member.
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Filing of Certificate of Termination. When the Company has paid or discharged all liabilities and obligations or made adequate provision for such liabilities, or, in case its Property and assets are not sufficient to satisfy and discharge all of the liabilities and obligations of the Company, when the Company has applied all of its Property and assets to the extent available to its bona fide liabilities and obligations, and distributed all its remaining Property and assets to its Member, a Certificate of Termination (including a certificate from the Texas Comptroller of Public Accounts that all taxes have been paid) will be executed on behalf of the Company by the Member and will be filed with the Texas Secretary of State, and the Member will execute, acknowledge and file any and all other instruments necessary or appropriate to terminate the Company.
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Related to Filing of Certificate of Termination

  • Filing of Certificate of Cancellation If the Company is dissolved, a Certificate of Cancellation shall be promptly filed with the Secretary of State by the Member.

  • Filing of Certificate of Merger Subject to the provisions of this Agreement, at the Closing, the Parties shall cause the Merger to become effective by causing the Surviving Corporation to execute and file in accordance with the DGCL a certificate of merger with the Secretary of State of the State of Delaware (the “Certificate of Merger”). The Merger shall become effective upon such filing, or at such later date and time as is agreed to by Parent and the Company and set forth in the Certificate of Merger (the “Effective Time”).

  • Filing of Certificate The Member caused a certificate of formation (the "CERTIFICATE") to be executed and filed with the office of the Delaware Secretary of State in accordance with the LLC Act on January 29, 2003.

  • Filing of Certificates J. Xxxxxx Xxxxxxxx is hereby designated an “authorized person” within the meaning of the Act, and shall execute, deliver and file the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” shall cease, and the Member shall thereupon become the designated “authorized person” within the meaning of the Act.

  • Cancellation of Certificate of Limited Partnership Upon the completion of the distribution of Partnership cash and property as provided in Section 12.4 in connection with the liquidation of the Partnership, the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Cancellation of Certificate of Formation Upon the completion of the distribution of Company cash and property in connection the dissolution of the Company, the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Company shall be taken.

  • Filing of Certificate of Designation The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Filing of Certificate and Perfection of Limited Partnership The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, any and all amendments to the Certificate(s) and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

  • Designation of Certificates; Designation of Startup Day and Latest Possible Maturity Date The Seller hereby designates the Classes of Class A Certificates (other than the Class II-A-R and Class II-A-LR Certificates) and the Classes of Class B Certificates as classes of "regular interests" and the Class II-A-R Certificate as the single class of "residual interest" in the Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Seller hereby further designates the Class I-L Interest, Class I-LS Interest, Class II-L Interest, and Class II-LS Interest as classes of "regular interests" and the Class II-A-LR Interest as the single class of "residual interest" in the Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Closing Date is hereby designated as the "Startup Day" of each of the Upper-Tier REMIC and the Lower-Tier REMIC within the meaning of Code Section 860G(a)(9). The "latest possible maturity date" of the regular interests in the Upper-Tier REMIC and the Lower-Tier REMIC is September 25, 2034 for purposes of Code Section 860G(a)(1).

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