Organizational Certificates and Other Filings. If requested by the General Partner, the Limited Partners will promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a limited partnership under the laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
Organizational Certificates and Other Filings. If requested by the General Partner, the Limited Partners shall immediately execute all certificates and other documents, and any amendments or renewals of such certificates and other documents as thereafter required, consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the continuation and operation of the Partnership as an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
Organizational Certificates and Other Filings. If requested by the General Partner, the Limited Partners shall immediately execute all certificates and other documents, and any amendments or renewals of such certificates and other documents as thereafter reasonably required, consistent with the terms of this Agreement, necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation, continuation and operation of the Partnership as a limited partnership under the laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in any or all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership from time to time.
Organizational Certificates and Other Filings. The Partners shall promptly execute all certificates and other documents, and any amendments or renewals of such certificates and other documents as thereafter reasonably required, consistent with the terms of this Agreement, necessary to accomplish all filing, recording, publishing and other acts of similar nature as may be appropriate to comply with all requirements for (a) continuation and operation of the Partnership as a partnership under the laws of the State of Delaware, (b) the operation of the Partnership as a partnership in all jurisdictions where the Partnership proposes to operate (c) the organization and formation of any investment vehicle established to facilitate the investment objectives of the Partnership and (d) all other filings required under any applicable law, rule or regulation to be made by the Partnership. The Operating Partner is hereby authorized to (i) execute, file and record (as may be required by the Partnership Act) such statements, amendments and other documents and maintain such statutory registers and partnership records as are or become necessary or advisable in connection with the operation of the Partnership; and (ii) take all steps which in its discretion it considers necessary or advisable to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts business.
Organizational Certificates and Other Filings. If requested by the Managers, the Members shall promptly execute all certificates and other documents, and any amendments or renewals of such certificates and other documents as thereafter reasonably required, consistent with the terms of this Agreement, necessary for the Board of Managers to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation, continuation and operation of the Company as a limited liability company under the laws of the State of Delaware, (b) if the Board of Managers deems it advisable, the operation of the Company as a limited liability company, in all jurisdictions where the Company proposes to operate and (c) all other filings required under any applicable law, rule or regulation to be made by the Company. Each Member hereby grants to the Board of Managers a power of attorney, in the event such Member fails to comply with the foregoing provisions of this Section 2.3, to execute all such certificates and other documents, and amendments or renewals of such certificates and other documents provided for in this Section 2.3, in the name and on behalf of such Member as the Board of Managers deems appropriate, the foregoing power of attorney being irrevocable and coupled with an interest. Additionally, Xxxxxx X. Xxxxxxx, of the Investment Advisor and Xxxxxxx Xxxxxxx of the New York, New York office and Xxxx Xxxxx and Xxxxxxx Xxxxxx of the Wilmington, Delaware office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP are authorized to execute and file the Certificate on behalf of the Company, and, at the request of the Board of Managers, to publish any certificates contemplated in this Section 2.3 for so long as such persons are employed by the identified firms and are acting on behalf of the Company.
Organizational Certificates and Other Filings. If requested by the Managing Member, the Members shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the Managing Member to accomplish all filing, recording, publishing and other acts that may be required to comply with all requirements for (a) the formation and operation of a limited liability company under the laws of the State of Delaware and (b) the operation of the Company as a business in all jurisdictions where the Company conducts or proposes to conduct business.
Organizational Certificates and Other Filings. If requested by the Directors, the Partners shall promptly execute all certificates and other documents, and any amend- ments or renewals of such certificates and other documents as thereafter reasonably required, consistent with the terms of this Agreement, necessary for the Board of Directors to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (i) the formation, continuation and operation of the Partnership as a limited partnership under the laws of the State of Delaware and as a closed-end investment company under the Investment Company Act, (ii) if the Board of Directors deems it advisable, the operation of the Partnership as a limited partnership, in all jurisdictions where the Partnership proposes to operate and (iii) all other filings required under any applicable law, rule or regulation to be made by the Partnership. Each Partner hereby grants to the Board of Directors a power of attorney, in the event such Partner fails to comply with the foregoing provisions of this Section 2.3, to execute all such certificates and other documents, and amendments or renewals of such certificates and other documents provided for in this Section 2.3, in the name and on behalf of such Partner as the Board of Directors deems appropriate, the foregoing power of attorney being irrevocable and coupled with an interest.
Organizational Certificates and Other Filings. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of the Partnership Act and this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts that may be required to comply with all requirements for (a) the formation and operation of a limited partnership under the laws of the State of Delaware and (b) the operation of the Fund as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Fund conducts or proposes to conduct business. Prior to commencing any activities in any jurisdiction the General Partner shall, if required by the laws of such jurisdiction, cause the Fund to comply with all requirements for the qualification of the Fund as a limited partnership, or a partnership in which the Limited Partners have limited liability, in such jurisdiction.
Organizational Certificates and Other Filings. (a) The General Partner shall attend to all filing, recording, publishing and other acts as may be appropriate to comply with any filings required to be made by the Partnership.
Organizational Certificates and Other Filings. If requested by the General Partner, the Limited Partners shall immediately execute all certificates and other documents, and any amendments or renewals of such 702100.0030.0004 4843-4627-7593 v5 certificates and other documents as thereafter required, consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the continuation and operation of the Partnership as an exempted limited partnership under the laws of the Cayman Islands, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership.
