Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.
Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership.
Louisiana East Baton Rouge Xxxxx Ascension Xxxxxxxxx West Baton Rouge Avoyelles Terrebonne Richland East Xxxxxxxxx Xxxxxxxxxx Iberia Xxxxxxxx Xxxx Xxxxxxxxx Catahoula Iberville E. Bienville Xxxxxxxxxx Concordia Jefferson NE Xxxx Assumption Xxxxxxxxxx Xxxxxxxxxx NW Tensas Ascension Grant Orleans NW Catahoula Point Coupee Xxxxxxxxx Xxxxx Plaquemines NW Madison St. Xxxxx XxXxxxx St. Xxxx X. XxXxxxx Iberville Natchitoches St. Xxxxxx Xxxxxxxx Lafourche Rapides Lafayette X. Xxxxxxx St. Xxxx the Baptist Xxxxxx Orleans X. Xxxxxxx Tangipahoa Xxxx Plaquemines Union St. Xxxxxxx St. Helena St. Xxxxxxx Xxxxxxx St. Xxxxxx St. Xxxxx St. Xxxx Xxxxxxx St. Xxxxxx St. Tammany Ouachita Claiborne Acadia Washington St. Xxxx Vermilion Iberia N. St. Xxxxxx Plaquemines Maryland Xxxx Arundel Baltimore Baltimore City Harford Prince Georges Xxxxxxx Xxxxxx Michigan DuPage Xxxxxxxxxx Oakland Washtenaw Xxxxxxxx XxXxxx St. Clair Xxxxx XxXxxx Xxxxxx Mississippi Xxxxxxxx Xxxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxx Issaquena Xxxxxxx Xxxxxxxxx Xxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxxx River Xxxxx Xxxxx Xxxxxx Stone Xxxxxxxx Xxxxxxxxx Yazoo Xxxxxxxxx Xxxxxx Copiah
Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.
Location of Real Property and Leased Premises (a) Schedule 3.20(a) lists completely and correctly as of the Closing Date all real property owned by the Borrower and the Subsidiaries and the addresses thereof. The Borrower and the Subsidiaries own in fee all the real property set forth on Schedule 3.20(a).
Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.
Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.
Use of State Facilities Where there is available appropriate meeting space in buildings owned or leased by the State, MSEA-SEIU shall be allowed reasonable use of such space at reasonable times for specific meetings, including space suitable for meetings in private between MSEA-SEIU staff representatives or stewards and employees in the investigation and processing of grievances. In addition, in buildings owned or leased by the State that have video conferencing facilities, MSEA-SEIU may be allowed reasonable use of those facilities. Advance arrangements for the use of State facilities shall be made with the department or agency concerned. MSEA-SEIU shall reimburse the State for any additional expense incurred in allowing use of such space. No other employee organization, except such as have been certified or recognized as the bargaining agent for other State employees, shall have the right to meeting space in State facilities for purposes pertaining to terms and conditions of employment of employees. The use of State facilities for meetings shall be in non-work areas or where work is not in progress. Other than meetings in private between MSEA- SEIU staff representatives or stewards and employees in the investigation and processing of grievances, all meetings in State facilities shall be during the off- duty time of employees attending and, in all instances, attendance shall be voluntary. Arrangements for any meetings in State facilities will be made so as to avoid interference with the department's or agency's operations or violation of the department's or agency's security.
Preservation of Organization The Seller and the Company will use their best efforts: to preserve the business organization of the Company intact; to keep available to the Purchaser (without making any commitment on its behalf) the services of the present employees of the Company, and make no changes therein except as required in the ordinary course of business; and to preserve for the Purchaser the goodwill of the suppliers, customers and others having business relations with the Company.
Limitation on Out-of-State Litigation - Texas Business and Commerce Code § 272 This is a requirement of the TIPS Contract and is non-negotiable. Texas Business and Commerce Code § 272 prohibits a construction contract, or an agreement collateral to or affecting the construction contract, from containing a provision making the contract or agreement, or any conflict arising under the contract or agreement, subject to another state’s law, litigation in the courts of another state, or arbitration in another state. If included in Texas construction contracts, such provisions are voidable by a party obligated by the contract or agreement to perform the work. By submission of this proposal, Vendor acknowledges this law and if Vendor enters into a construction contract with a Texas TIPS Member under this procurement, Vendor certifies compliance.
