Common use of Certificate of Cancellation Clause in Contracts

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate the Company.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Black Ridge Oil & Gas, Inc.), Limited Liability Company Agreement (Antero Resources LLC), Limited Liability Company Agreement (Antero Resources Finance Corp)

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Certificate of Cancellation. On Upon the completion of the distribution winding up and liquidation of the Company assets as provided hereincontemplated in Section 12.2, the Company shall be terminated and the Members shall file a certificate of cancellation with the Delaware Secretary of State of Delawarecanceling the Certificate, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate at which time the CompanyCompany shall terminate.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (MVP REIT II, Inc.), Agreement and Plan of Merger (MVP REIT, Inc.), Agreement and Plan of Merger (Moody National REIT II, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Members (or such other Person or Persons as the Members Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end).

Appears in 5 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (American Midstream Partners, LP), Limited Liability Company Agreement (American Midstream Partners, LP)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated terminated, and the Members or the Majority Member, as applicable, (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delawarethe State of Delaware under the Act, cancel any other filings made pursuant to Section 1.5Sections 2.01, 2.02 and 2.04, and take such other actions as may be necessary to terminate the existence of the Company.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Acme Television LLC), Liability Company Agreement (Acme Television LLC), Limited Liability Company Agreement (Acme Television LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated company is terminated, and the Members Managers (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, Delaware and take such other actions as may be necessary to terminate the Company.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Grant Prideco Inc), Limited Liability Company Agreement (Grant Prideco Inc), Limited Liability Company Agreement (Grant Prideco Inc)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company Member (or such other Person as the Act may require or permit) shall be terminated and the Members shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, 2.5 and take such other actions as may be necessary to terminate the Company, including filing a certificate of cancellation of the Certificate with the Secretary of State of the State of Delaware.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Dell International L.L.C.), Limited Liability Company Agreement (Dell Inc), Limited Liability Company Agreement (Dell Inc)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Managing Member (or such other Person or Persons as the Members Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease.

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement (CAESARS ENTERTAINMENT Corp)

Certificate of Cancellation. On Upon the completion of the distribution of Company assets cash and property as provided hereinin Section 13.3 in connection with the liquidation 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 terminated canceled and the Members shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate the CompanyCompany shall be taken.

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Sunpower Corp), Limited Liability Company Agreement (First Solar, Inc.)

Certificate of Cancellation. On Upon the completion of the distribution of Company assets cash and property as provided hereinin this Article X in connection with the liquidation 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 terminated canceled and the Members shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate the CompanyCompany shall be taken.

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (8point3 Energy Partners LP), Limited Liability Company Agreement (8point3 Energy Partners LP)

Certificate of Cancellation. On completion Upon final distribution of the distribution of Company assets as provided hereinassets, the Company shall be terminated and the Members shall file a certificate of cancellation with the Delaware Secretary of State of DelawareState, cancel any other filings foreign qualifications made pursuant to Section 1.5by the Company, and take such other actions as may be necessary to terminate the existence of the Company.

Appears in 3 contracts

Samples: Liability Company Agreement (Exopack Holding Corp), Limited Liability Company Agreement (Exopack Holding Corp), Limited Liability Company Agreement (Exopack Holding Corp)

Certificate of Cancellation. On Upon dissolution of the Company and the completion of the distribution winding up of Company assets as provided hereinits business, the Company shall be terminated and the Members shall file a certificate of cancellation (to cancel the articles of organization) (“Certificate of Cancellation”) with the Delaware Secretary of State of Delaware, cancel any other filings made pursuant to 6 Delaware Code Section 1.518-203. At such time, and take such other actions as may be necessary the Company shall also file an application for withdrawal of its certificate of authority in any jurisdiction where it is then qualified to terminate the Companydo business.

Appears in 3 contracts

Samples: Operating Agreement, Operating Agreement (KBS Real Estate Investment Trust, Inc.), Operating Agreement (KBS Real Estate Investment Trust, Inc.)

Certificate of Cancellation. On Upon completion of the liquidation and distribution of the Company assets as provided herein, if applicable, the Company shall be terminated deemed terminated, and the Members Directors or Officers (or such other authorized Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 1.5this Agreement, and take such other actions as may be necessary to terminate the Company.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Hasbro Inc), Limited Liability Company Agreement (Hasbro Inc), Limited Liability Company Agreement (Hasbro Inc)

Certificate of Cancellation. On Upon completion of the distribution ----------------------------- of Company assets as provided herein, the Company shall be terminated terminated, and the Members Managers (or such other person or persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of DelawareDelaware under the Act, cancel any other filings made pursuant to Section 1.5, Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.

Appears in 3 contracts

Samples: Efg Kirkwood (Afg Investment Trust D), Efg Kirkwood (Afg Investment Trust C), Operating Agreement (Afg Investment Trust B)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Board (or such other Person or Persons as the Members Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.6, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ranger Energy Services, Inc.), Limited Liability Company Agreement (Ranger Energy Services, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Managing Member or the Members Board, as applicable (or any Person or Persons as the Act may require or permit), shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Manning & Napier, Inc.), Limited Liability Company Agreement (Manning & Napier, Inc.)

Certificate of Cancellation. On the completion of the distribution winding up of the Company assets as provided hereinfollowing its dissolution, the Company Board of Directors shall be terminated cancel any filings made pursuant to Section 1.5 and the Members Board of Directors (or such other person or persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Office of the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to . The Company shall terminate when the CompanyCertificate shall have been canceled in the manner required by the Act.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Magnachip Semiconductor LLC), Limited Liability Company Operating Agreement (Magnachip Semiconductor LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Managing Member (or such other Person or Persons as the Members Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.6, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ranger Energy Services, Inc.), Limited Liability Company Agreement (Ranger Energy Services, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated is terminated, and the Members Board of Managers (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Delaware Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5State, and take such other actions as may be necessary to terminate the Company.

Appears in 2 contracts

Samples: Lease Agreement, Lease Agreement (Health Management Associates Inc)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Managing Member (or such other Person or Persons as the Members Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the certificate of cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Antero Resources Midstream Management LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Member (or such other Person or Persons as the Members Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Master Amendment Agreement (Energy Plus Natural Gas LLC), Limited Liability Company Agreement (NRG Retail LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Members Manager shall file or cause to be filed a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 1.5, this Agreement that are or should 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 14.04.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Digital Landscape Group, Inc.), Limited Liability Company Agreement (Digital Landscape Group, Inc.)

Certificate of Cancellation. On completion of the distribution liquidation of Company assets as provided herein, the Company Company’s existence shall be terminated terminated, and the Members Managers (or such other person or persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement (Elk Horn Coal Co LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated is terminated, and the Members Managing Member (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.06, and take such other actions as may be necessary to terminate the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Penson Worldwide Inc)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Managing Member (or any Person or Persons as the Members Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Manning & Napier, Inc.), Limited Liability Company Agreement (Manning & Napier, Inc.)

Certificate of Cancellation. On Upon the completion of the distribution winding up and liquidation of the Company assets as provided hereincontemplated in Section 12.2, the Company shall be terminated and the Members shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of DelawareDelaware canceling the Certificate, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate at which time the CompanyCompany shall terminate.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Graphic Packaging International, LLC), Limited Liability Company Agreement (Equinox Trust)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Steering Committee (or such other Person or Persons as the Members Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the certificate of cancellation, the existence of the Company shall cease.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Caesars Entertainment Operating Company, Inc.)

Certificate of Cancellation. On the completion of the distribution winding up of the Company assets as provided hereinfollowing its dissolution, the Company shall be terminated is terminated, and the Members Board of Directors (or such other person or persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Office of the Secretary of State of the State of Delaware, and cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate the Company.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (MacDermid Group Inc.), Limited Liability Company Operating Agreement (MagnaChip Semiconductor LTD (United Kingdom))

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members Manager shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 1.52.06, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Nextera Energy Partners, Lp), Purchase and Sale Agreement (Nextera Energy Partners, Lp)

Certificate of Cancellation. On completion When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the distribution of Company remaining property and assets as provided hereinhave been distributed to the Member, the Company shall be terminated terminated, and the Members shall file a certificate of cancellation termination shall be executed and filed with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate Delaware in accordance with the Company.Act. ARTICLE FIVE

Appears in 2 contracts

Samples: Limited Liability Company Agreement (AGY Holding Corp.), Limited Liability Company Agreement (AGY Holding Corp.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Board (or such other Person or Persons as the Members Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law.

Appears in 2 contracts

Samples: Investment and Option Agreement (NRG Energy, Inc.), NRG Energy, Inc.

Certificate of Cancellation. On completion In accordance with the Delaware Act, --------------------------- as soon as possible following the occurrence of any of the distribution events specified in Section 6.1 effecting the dissolution of Company assets as provided hereinthe Company, the Company shall Manager will cause to be terminated executed and the Members shall file filed a certificate of cancellation with to dissolve the Company in such form as is prescribed by the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate the Company.

Appears in 2 contracts

Samples: Members Agreement (Ebs Litigation LLC), Members Agreement (Ebs Pension LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members Managing Member shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 1.52.06, and take such other actions as may be necessary to terminate the existence of the Company.. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law. 101 868227.25C-WILSR01A - MSW

Appears in 1 contract

Samples: Limited Liability Company Agreement (NextEra Energy Partners, LP)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Members (or such other Person or Persons as the Members Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, Delaware and take such other actions as may be necessary to terminate the existence of the Company.. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end). Article XIII TRANSFERS

Appears in 1 contract

Samples: Limited Liability Company Agreement (American Midstream Partners, LP)

Certificate of Cancellation. On Upon completion of the distribution of Company the Company’s assets as provided herein, the Company shall be terminated terminated, and the Members Board (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, the State of Delaware under the Act and take such other actions as may be necessary to terminate the existence of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Jack Cooper Logistics, LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided hereinin this Agreement and any other actions necessary to wind up the Company, the Company shall be terminated and the Members Managing Member shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and take such other actions as may the Company shall be necessary to terminate the Companyterminated.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Enbridge Energy Partners Lp)

Certificate of Cancellation. On completion of the distribution of Company --------------------------- the Company's assets as provided herein, the Company shall be is terminated and the Members Member (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.07, and take such other actions as may ------------ be necessary to terminate the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Aor Holding Co of Indiana Inc)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Managing Member (or any Person or Persons as the Members Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. On completion In accordance with the Delaware Act, as soon as possible following the occurrence of any of the distribution events specified in Section 6.1 effecting the dissolution of Company assets as provided hereinthe Company, the Company shall Board of Managers will cause to be terminated executed and the Members shall file filed a certificate of cancellation with to dissolve the Company in such form as is prescribed by the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Members' Agreement (Stratosphere Corp)

Certificate of Cancellation. On completion of the winding-up of the Company pursuant to Section 18-803 of the Act and the distribution of Company property and assets as provided herein, the Company shall be terminated and the Members Board shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 1.52.5 hereof, and take such other actions as may be necessary to terminate the existence of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hirschfeld Industries, Inc.)

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Certificate of Cancellation. On completion of the distribution of Company assets Property as provided herein, the Company CEO, as an authorized person, shall be terminated execute and the Members shall file a certificate of cancellation with the Secretary of State of Delaware, the State of Delaware and the Company shall terminate. The CEO shall also cancel any other filings made pursuant to Section 1.5, qualify the Company to conduct business in any other jurisdiction and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Gulf South Pipeline Company, LP)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Board (or any Person or Persons as the Members Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. On completion In accordance with the Delaware Act, as soon as possible following the occurrence of any of the distribution events specified in Section 6.1 effecting the dissolution of Company assets as provided hereinthe Company, the Company shall Manager will cause to be terminated executed and the Members shall file filed a certificate of cancellation with to dissolve the Company in such form as is prescribed by the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Members Agreement (Ebs Building LLC)

Certificate of Cancellation. On Upon the dissolution of the Company and the completion of the distribution liquidation and winding up of Company assets as provided hereinthe Company’s affairs and business, the Company shall be terminated and the Members shall on behalf of the Company prepare and file a certificate of cancellation with the Secretary Department of State of the State of Delaware, cancel any other filings made pursuant to as required by Section 1.518-203 of the Act. When such certificate is filed, and take such other actions as may be necessary to terminate the Company’s existence shall cease.

Appears in 1 contract

Samples: Limited Liability Company Agreement (LEAF Equipment Finance Fund 4, L.P.)

Certificate of Cancellation. On Upon the completion of the distribution of Company assets as provided hereinin this Article VII, the Company shall be terminated and cancelled, and U.S. Manager, shall cause a Certificate of Cancellation to be filed in the Members shall file a certificate office of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and shall take such other actions as may be necessary or appropriate to terminate and wind up the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Regency Centers Corp)

Certificate of Cancellation. On completion of the distribution of Company the Company’s assets as provided herein, the Company shall be is terminated and the Members Member (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, 2.07. and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (St. Louis Pharmaceutical Services, LLC)

Certificate of Cancellation. On Upon completion of the distribution of Company LLC assets as provided herein, the Company LLC shall be terminated terminated, and the Members shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of DelawareDelaware under the Act, cancel any other filings made pursuant to Section 1.5Sections 1.01, 1.03 and 1.06, and take such other actions as may be necessary to terminate the Companyexistence of the LLC.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Synagro Technologies Inc)

Certificate of Cancellation. On Upon completion of the distribution of Company assets as provided herein, the Company shall be terminated terminated, and the Members Directors (or such other person or persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of DelawareDelaware under the Act, cancel any other filings made pursuant to Section 1.5, Sections 1.1 and 1.5 and take such other actions as may be necessary to terminate the existence of the Company.

Appears in 1 contract

Samples: Operating Agreement (Harbor Global Co LTD)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be is terminated and the Members (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, 2.5 and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NationsHealth, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Board of Directors (or such other Person or Persons as the Members Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 1.5, 2.06 and take such other actions as may be necessary to terminate the existence of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (FUND.COM Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated is terminated, and the Members Board of Managers (or such other Person or Persons as the Delaware Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Exco Resources Inc)

Certificate of Cancellation. On completion of the distribution of Company the Company’s assets as provided herein, the Company shall be terminated terminated, and the Members Board of Managers (or such other Person or Persons as the LLC Act may required or permit) shall file a certificate of cancellation with the Delaware Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5State, and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cascades Enviropac HPM LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated is terminated, and the Members Manager (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 Delaware, cancel any other filings made pursuant to Section 1.55, and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Nineteen Eighty-Nine, LLC)

Certificate of Cancellation. On completion of Once the distribution of Company company’s assets have been applied and distributed as provided hereinrequired by law and this agreement, the Company shall be terminated and the Members managers shall file a certificate Certificate of cancellation Cancellation with the Delaware Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5State, and take such other actions as may be necessary to terminate the Companycompany.

Appears in 1 contract

Samples: Operating Agreement (C&G Investments, LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members Managing Member shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 1.52.06, and take such other actions as may be necessary to terminate the existence of the Company.. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by the Act or other applicable Law. ARTICLE 13

Appears in 1 contract

Samples: Limited Liability Company Agreement (Nextera Energy Partners, Lp)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated is terminated, and the Members Managers (or such other person or persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 1.52.05, and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Operating Agreement (Maverick Oil & Gas, Inc.)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Board (or such other Person or Persons as the Members Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the certificate of cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fortis Minerals, LLC)

Certificate of Cancellation. On completion of the distribution of the Company assets as provided herein, the Company shall be terminated and the Members shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the existence of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members Managing Member shall file a certificate of cancellation with the Secretary of State of the State of Delaware, cancel any other filings made pursuant to Section 1.52.06, and take such other actions as may be necessary to terminate the Company.existence of the

Appears in 1 contract

Samples: Limited Liability Company Agreement (Nextera Energy Partners, Lp)

Certificate of Cancellation. On completion of the distribution of Company assets property as provided herein, the Company shall be terminated and the Members shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Piedmont Natural Gas Co Inc)

Certificate of Cancellation. On Upon the dissolution and the completion of winding up of the distribution Company, the Member shall promptly execute and cause to be filed a certificate of cancellation in accordance with the Delaware Act and appropriate instruments under the laws of any other states or jurisdictions in which the Company assets as provided hereinhas engaged in business. Upon such certificate of cancellation becoming effective, the Company shall be terminated and the Members shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and take such other actions as may be necessary to terminate the Companyterminated.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Certificate of Cancellation. On Upon the completion of the distribution of Company assets as provided hereinin this Article VII, the Company shall be terminated and cancelled, and the Members Manager shall file cause a certificate Certificate of cancellation with Cancellation to be filed in the office of the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, and shall take such other actions as may be necessary or appropriate to terminate and wind up the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Regency Centers Lp)

Certificate of Cancellation. On completion of the distribution of Company assets Property as provided herein, the Company shall be terminated thereby terminated, and the Members Manager shall file a certificate authorize the filing of cancellation Certificate of Cancellation with the Delaware Secretary of State of DelawareState, cancel any other filings made pursuant to Section 1.5foreign qualifications, and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Operating Agreement (My Income Property, LLC)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Board (or such other Person or Persons as the Members Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the certificate of cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Robertson Corbin J Jr)

Certificate of Cancellation. On completion of the distribution ---------------------------- of Company assets as provided herein, the Company shall be terminated is terminated, and the Members Member (or such other Person or Persons as the Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5, Delaware and take such other actions as may be necessary to terminate the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Dorchester Minerals Lp)

Certificate of Cancellation. On completion of the distribution of Company assets as provided herein, the Company shall be terminated and Board (or any Person as the Members Act may require or permit) shall file a certificate Certificate of cancellation Cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.52.5, and take such other actions as may be necessary to terminate the existence of the Company. Upon the effectiveness of the Certificate of Cancellation, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement

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